MSC Industrial Direct Co Inc DEF 14A Filing
Ticker: MSM · Form: DEF 14A · Filed: Dec 12, 2024 · CIK: 1003078
Sentiment: neutral
Topics: proxy-statement, executive-compensation, corporate-governance
TL;DR
MSC Industrial Direct Co Inc filed its DEF 14A, detailing executive pay and corporate governance for FY25. Check it for shareholder insights.
AI Summary
MSC Industrial Direct Co Inc filed a DEF 14A on December 12, 2024, for the fiscal year ending August 30, 2025. The filing details executive compensation and other corporate governance matters. Key financial periods covered include fiscal years 2021 through 2024, with specific data points related to equity awards and their fair values.
Why It Matters
This filing provides crucial information for shareholders regarding executive compensation, potential conflicts of interest, and other governance issues that can impact the company's stock performance and long-term strategy.
Risk Assessment
Risk Level: medium — DEF 14A filings are routine but can reveal significant information about executive compensation, related-party transactions, and governance practices that may affect investor confidence and stock valuation.
Key Numbers
- 20250122 — Conformed Period of Report (Indicates the period the filing pertains to, important for understanding the scope of reported information.)
- 20241212 — Filed As Of Date (The date the filing was officially submitted to the SEC.)
- 0830 — Fiscal Year End (Marks the end of the company's fiscal year, crucial for financial reporting timelines.)
Key Players & Entities
- MSC Industrial Direct Co Inc (company) — Filer
- 515 BROADHOLLOW ROAD (address) — Business and Mail Address
- MELVILLE (city) — Business and Mail City
- NY (state) — Business and Mail State
- 11747 (zip_code) — Business and Mail Zip Code
FAQ
What is the primary purpose of this DEF 14A filing for MSC Industrial Direct Co Inc?
The primary purpose is to provide shareholders with information regarding the company's annual meeting of stockholders, including details on director nominations, executive compensation, and other corporate governance matters.
What fiscal periods are covered by the financial data presented in this filing?
The filing references financial data for fiscal years ending August 30, 2021, 2022, 2023, and 2024, with the current report period ending January 22, 2025.
Where is MSC Industrial Direct Co Inc headquartered?
MSC Industrial Direct Co Inc is headquartered at 515 Broadhollow Road, Melville, NY 11747.
What is the SEC file number for MSC Industrial Direct Co Inc?
The SEC file number for MSC Industrial Direct Co Inc is 001-14130.
What type of information is typically found in the 'msm:GrantDateFairValuesOfAwardsMember' and related sections?
These sections likely detail the fair values of equity awards granted, outstanding, unvested, vested, or forfeited during the fiscal year, providing insights into executive compensation structures.
Filing Stats: 4,567 words · 18 min read · ~15 pages · Grade level 15.8 · Accepted 2024-12-12 08:04:16
Filing Documents
- msm-20241211.htm (DEF 14A) — 1448KB
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- 0001003078-24-000167.txt ( ) — 6313KB
- msm-20241211.xsd (EX-101.SCH) — 4KB
- msm-20241211_def.xml (EX-101.DEF) — 6KB
- msm-20241211_lab.xml (EX-101.LAB) — 8KB
- msm-20241211_pre.xml (EX-101.PRE) — 5KB
- msm-20241211_htm.xml (XML) — 132KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 47 Summary Compensation Table 47 Fiscal Y ear 2024 Al l Other Compensation 48 MSC Industrial Direct Co., Inc. Notice of 2025 Annual Meeting and 2024 Proxy Statement i TABLE OF CONTENTS Fiscal Y ear 2024 Grants of Plan-Based Awards 49 Outstanding Equity Awards at 2024 Fis cal Year-End 50 Fiscal Y ear 2024 O ption Exercises and Stock Vested 52 Pension Benefits and Nonqualified Deferred Compensation 52 Potential Payments Upon Termination or Change in Control 52 Potential Payments Upon Termination or Change in Control Table as of August 30, 2024 54 Indemnification Agreements; Directors and Officers Liability Insurance 56 CEO PAY RATIO 57 P OLICIES AND PRACTICES RELATED TO THE GRANTS OF CERTAIN EQUITY AWARDS CLOSE IN TIME TO THE RELEASE OF MATERIAL NON-PUBLIC I N FORMATION 57 PAY VERSU S PERFORMANCE 58 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION (PROPOSAL NO. 3) 62 EQUITY COMPENSATION PLAN INFORMATION 63
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 64 SHAREHOLDER PROPOSALS FOR T HE 2026 AN NUAL MEETING OF SHAREHOLDERS 66 INFORMATION ABOUT THE ANNUAL MEETING 66 OTHER MATTERS 69 APPENDIX A: NON-GAAP FINANCIAL MEASURES AND DEFINITIONS A-1 ii MSC Industrial Direct Co., In c. Notice of 2025 Annual Meeting and 2024 Proxy Statement TABLE OF CONTENTS 2024 PROXY STATEMENT SUMMARY This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. You should read the entire Proxy Statement carefully before voting. 2025 Annual Meeting of Shareholders Date: Wednesday, January 22, 2025 Time: 9:00 a.m., Eastern Time Virtual Meeting Access: Participate online at www.virtualshareholdermeeting.com/MSM2025 Record Date: December 4, 2024 Who Can Vote: Shareholders as of the close of business on the record date are entitled to receive notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. Voting Matters Proposals Board Vote Recommendation Page No. for Additional Information 1. Election of the nine directors nominated by the Board of Directors FOR EACH NOMINEE 7 2. Ratification of the appointment of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2025 FOR 28 3. Advisory vote to approve the compensation of our named executive officers FOR 62 MSC Industrial Direct Co., Inc. l Notice of 2025 Annual Meeting and 2024 Proxy Statement 1 TABLE OF CONTENTS Director Nominees Committee Memberships Nominee Age Principal Occupation Director Since Independent AC CC N&CGC Erik Gershwind 53 Chief Executive Officer of MSC 2010 No Louise Goeser 71 Chief Executive Officer of LKG Enterprises 2009 Yes C Mitchell Jacobson 73 Non-Executive Chairman of the Board of Directors of MSC 1995 No Michael Kaufmann (1) 62 Former Chief Executive Officer of Cardinal H