MSC INDUSTRIAL DIRECT CO INC DEFA14A Filing

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0001003078-25-000189.txt : 20251223 0001003078-25-000189.hdr.sgml : 20251223 20251223081634 ACCESSION NUMBER: 0001003078-25-000189 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20251223 DATE AS OF CHANGE: 20251223 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MSC INDUSTRIAL DIRECT CO INC CENTRAL INDEX KEY: 0001003078 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-INDUSTRIAL MACHINERY & EQUIPMENT [5084] ORGANIZATION NAME: 07 Trade & Services EIN: 113289165 STATE OF INCORPORATION: NY FISCAL YEAR END: 0829 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-14130 FILM NUMBER: 251594890 BUSINESS ADDRESS: STREET 1: 515 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 BUSINESS PHONE: 516-812-2000 MAIL ADDRESS: STREET 1: 515 BROADHOLLOW ROAD CITY: MELVILLE STATE: NY ZIP: 11747 DEFA14A 1 defa14a-mscproxystatemente.htm DEFA14A Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________________ SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 __________________________ Filed by the Registrant                                   ý Filed by a Party other than the Registrant     ¨ Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Definitive Proxy Statement ý Definitive Additional Materials o Soliciting Material Pursuant to §240.14a-12 MSC INDUSTRIAL DIRECT CO., INC. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ý No fee required ¨ Fee paid previously with preliminary materials ¨ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 MSC INDUSTRIAL DIRECT CO., INC. DECEMBER 23, 2025 SUPPLEMENT TO THE PROXY STATEMENT FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 21, 2026 Explanatory Note This supplement (this “Supplement”) to the definitive proxy statement filed by MSC Industrial Direct Co., Inc. (the “Company”) with the Securities and Exchange Commission on December 11, 2025 (the “Proxy Statement”) relating to the Company’s 2026 Annual Meeting of Shareholders to be held at 9:00 AM, Eastern Time, on Wednesday, January 21, 2026 (the “Annual Meeting”) is being filed solely to correct an inadvertent error with respect to the description of the voting standard for Proposal 4 – Approval of Amendment No. 1 to Our Amended and Restated Associate Stock Purchase Plan (“Proposal 4”). Except as specifically supplemented by the information contained below, all information set forth in the Proxy Statement remains unchanged. The second paragraph under the heading “Approval of Amendment No. 1 to Amended and Restated Associate Stock Purchase Plan (Proposal 4)” on page 64 of the Proxy Statement, which states the voting standard applicable to Proposal 4, is revised to read as follows: Approval of Amendment No. 1 will require the affirmative vote of at least a majority of the votes cast in person or by proxy at the Annual Meeting, assuming the presence of a quorum. Abstentions and broker non-votes are not counted for any purpose in determining whether this proposal has been approved. As further discussed in the section titled “What is a broker non-vote” on page 72 of this Proxy Statement, if you own shares through a bank, broker or other holder of record, you must instruct your bank, broker or other holder of record how to vote in order for them to vote your shares so that your vote can be counted on this proposal. The Co