Unassociated Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
 
 
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): January 12, 2012
 
 
MSC Industrial Direct Co., Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
New York
1-14130
11-3289165
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

75 Maxess Road, Melville, New York
11747
(Address of principal executive offices)
 (Zip Code)
     
Registrant’s telephone number, including area code: (516) 812-2000
     
 
Not Applicable
  
 
(Former name or former address, if changed since last report)
  

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
(a), (b) and (d)
 
On January 12, 2012, MSC Industrial Direct Co., Inc. (the “Company”) held its 2012 Annual Meeting of Shareholders.  A brief description of the matters voted upon at the annual meeting and the results of the voting on such matters is set forth below.  On all matters (including the election of directors) submitted to a vote of the Company’s shareholders, the Company’s Class A common stock and Class B common stock vote together as a single class, with each holder of Class A common stock entitled to one vote per share of Class A common stock and each holder of Class B common stock entitled to ten votes per share of Class B common stock.
 
 
1.
Election of directors to serve for one-year terms:
 
 
 
Nominee
  
 
Votes Cast
For
  
 
Votes
Withheld
  
 
Broker
Non-Votes
               
 
Jonathan Byrnes
  
204,365,878
  
1,050,763
  
1,266,651
               
 
Roger Fradin
  
203,332,695
  
2,083,946
  
1,266,651
               
 
Erik Gershwind
  
204,181,245
  
1,235,396
  
1,266,651
               
 
Louise Goeser
  
203,410,430
  
2,006,211
  
1,266,651
               
 
Mitchell Jacobson
  
204,143,291
  
1,273,350
  
1,266,651
               
 
Denis Kelly
  
204,144,175
  
1,272,466
  
1,266,651
               
 
Philip Peller
  
204,155,299
  
1,261,342
  
1,266,651
               
 
David Sandler
  
204,899,430
  
517,211
  
1,266,651
 
Each of the nominees was re-elected by the Company’s shareholders to serve on the board of directors for a one-year term.
 
 
2.
Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal year 2012:
 
 
 
Votes Cast For
  
 
Votes Cast Against
  
 
Abstentions
 
206,418,169
  
262,785
  
2,338
 
Proposal No. 2 was approved by the Company’s shareholders.
 
 
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3.
Advisory vote on executive compensation:

 
Votes Cast For
  
Votes Cast Against
  
Abstentions
  
Broker Non-Votes
 
193,712,026
  
9,971,398
  
1,733,217
  
1,266,651

 
Proposal No. 3, an advisory vote, was approved by the Company’s shareholders.

 
 
4.
Advisory vote on the preferred frequency of conducting future advisory votes on executive compensation:

 
Every 1 Year
  
Every 2 Years
  
Every 3 Years
  
Abstentions
 
194,438,141
  
13,859
  
9,233,618
  
1,731,023

The Company’s shareholders approved “Every 1 Year” as their preferred frequency of conducting future advisory votes on executive compensation.  In light of the results of this advisory vote, future advisory votes on executive compensation will be held annually until the next vote is submitted to shareholders on the frequency of conducting future advisory votes on executive compensation or until the Board otherwise determines that a different frequency for such advisory votes is in the best interests of the Company’s shareholders.
 
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
MSC INDUSTRIAL DIRECT CO., INC.
  
       
Date:   January 13, 2012
By:
/s/ Jeffrey Kaczka  
   
Name:   Jeffrey Kaczka
  
   
Title:     Executive Vice President and Chief Financial Officer
 
 
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