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): March 19, 2010
MSC
Industrial Direct Co., Inc.
(Exact
Name of Registrant as Specified in Its Charter)
New
York
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1-14130
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11-3289165
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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75
Maxess Road, Melville, New York
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11747
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (516)
812-2000
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Not
Applicable
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(Former
name or former address, if changed since last
report)
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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
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
(d) On
March 19, 2010, the Board of Directors (the “Board”) elected
Jonathan Byrnes to serve as a non-employee director of MSC Industrial Direct
Co., Inc. (the “Company”), increasing
the size of the Board from 7 to 8 members. Mr. Byrnes will serve as a
member of each of the Audit, Compensation, and Nominating and Corporate
Governance Committees of the Board. There is no arrangement or
understanding between Mr. Byrnes and any other person pursuant to which Mr.
Byrnes was elected as a director of the Company. There have been no
transactions involving the Company or any of its subsidiaries in which Mr.
Byrnes 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-employee director compensation policies, Mr. Byrnes will be
entitled to receive: (i) a retainer for service on the Board of $42,000 per
year; (ii) a fee for attendance at a Board meeting of $2,000 per meeting; (iii)
a fee for attendance at a committee meeting of $1,700 per meeting; and (iv) an
annual grant of restricted shares of the Company’s Class A common stock
consisting of such number of shares having an aggregate fair market value of
$80,000 on the date of grant to Mr. Byrnes upon his election or reelection to
our Board. 50% of such restricted shares will vest on the first
anniversary of the date of grant and 50% will vest on the second anniversary of
the date of grant. The number of restricted shares that Mr. Byrnes
will receive in connection with his initial election to the Board will be
pro-rated to reflect the fact that Mr. Byrnes was elected to the Board between
annual shareholders’ meetings. Director compensation is paid
quarterly in arrears. The retainer fee payable to Mr. Byrnes will be
pro-rated to reflect the number of days actually served in any quarter in which
Mr. Byrnes serves less than the full quarter. The Company will
reimburse Mr. Byrnes for reasonable out-of-pocket expenses incurred in
connection with attending in-person Board or committee meetings and for fees
incurred in attending continuing education courses for directors that are
approved in advance by the Company.
The
foregoing description of the Company’s non-employee directors’ compensation
programs is qualified by reference to the description included in the definitive
proxy statement for the Company’s 2010 Annual Meeting of Shareholders, which was
filed with the Securities and Exchange Commission on December 4,
2009.
On March
22, 2010, the Company issued a press release announcing Mr. Byrnes’ election, a
copy of which is attached as Exhibit 99.1 hereto.
Item
9.01. Financial Statements and Exhibits
(d) Exhibits:
Exhibit
Index
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99.1
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Press
Release, dated March 22, 2010, issued by MSC Industrial Direct Co.,
Inc.
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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.
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MSC
INDUSTRIAL DIRECT CO., INC.
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Date:
March
23, 2010 |
By:
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/s/
Shelley
M. Boxer |
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Name:
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Shelley
M. Boxer
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Title:
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Vice
President, Finance
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Exhibit
Index
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99.1
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Press
Release, dated March 22, 2010, issued by MSC Industrial Direct Co.,
Inc.
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