Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


             Appointment of Certain Officers; Compensatory Arrangements of Certain
             Officers


(d) On December 1, 2022, the Board of Directors (the "Board") of MSC Industrial Direct Co., Inc. (the "Company") elected Rahquel Purcell to serve as a non-executive director, effective immediately, increasing the size of the Board from seven to eight members. Ms. Purcell will join the Board as an independent director and will serve as a member of the Compensation Committee of the Board and as a member of the Nominating and Corporate Governance Committee of the Board. There is no arrangement or understanding between Ms. Purcell and any other person pursuant to which she was selected as a director of the Company. There have been no transactions involving the Company or any of its subsidiaries in which Ms. Purcell has or will have a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.

Pursuant to the Company's non-executive director compensation policies, commencing with her first full-year term as a director, Ms. Purcell will be entitled to receive: (i) a retainer for service on the Board of $90,000 per year and (ii) an annual grant of restricted stock units representing shares of the Company's Class A Common Stock having an aggregate fair market value of $125,000 on the date of grant upon her election or re-election to the Board. Fifty percent of such restricted stock units will vest on the first anniversary of the date of grant and fifty percent will vest on the second anniversary of the date of grant. Director compensation is paid quarterly in arrears. The retainer fee payable to Ms. Purcell in such years will be pro-rated to reflect the number of days actually served in any quarter in which she serves less than the full quarter. The Company reimburses non-executive directors for reasonable out-of-pocket expenses incurred in connection with attending in-person Board or Board committee meetings and for fees incurred in attending continuing education courses for directors that are approved in advance by the Company. In addition, the Company will enter into its standard form of director indemnification agreement with Ms. Purcell.



On December 5, 2022, the Company issued a press release announcing the election
of Ms. Purcell, a copy of which is filed as Exhibit 99.1 and is incorporated by
reference herein.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits:
     99.1      Press Release, dated December 5, 2022, issued by MSC Industrial
             Direct Co., Inc.

        104  Cover Page Interactive Data File (formatted as Inline XBRL).



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