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MSM > SEC Filings for MSM > Form 8-K on 16-Jan-2014All Recent SEC Filings




Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders.

(a) and (b)

On January 16, 2014, MSC Industrial Direct Co., Inc. (the "Company") held its 2014 Annual Meeting of Shareholders (the "Annual Meeting"). 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. Broker non-votes and abstentions are not considered votes cast at the Annual Meeting and are not counted for any purpose in determining whether a matter has been approved.

1. Election of directors to serve for one-year terms:

                    Votes Cast      Votes      Broker     Percentage of
     Nominee            For       Withheld    Non-Votes   Votes Cast For
Jonathan Byrnes     183,962,541   1,763,459   1,320,362       99.1%
Roger Fradin        183,605,388   2,120,612   1,320,362       98.9%
Erik Gershwind      184,816,131    909,869    1,320,362       99.5%
Louise Goeser       183,907,324   1,818,676   1,320,362       99.0%
Mitchell Jacobson   183,680,656   2,045,344   1,320,362       98.9%
Denis Kelly         184,653,241   1,072,759   1,320,362       99.4%
Philip Peller       184,651,280   1,074,720   1,320,362       99.4%
David Sandler       183,899,255   1,826,745   1,320,362       99.0%

Each of the nominees was re-elected by the Company's shareholders to serve on the board of directors for a one-year term expiring at the Company's 2015 Annual Meeting of Shareholders, and until their respective successors have been elected, or until their earlier resignation or removal.

2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal year 2014:

                                                    Percentage of
Votes Cast For   Votes Cast Against   Abstentions   Votes Cast For
 186,569,683          340,685           135,994         99.8%

Proposal No. 2 was approved by the Company's shareholders.

3. Approval, on an advisory basis, of the compensation of the Company's named executive officers:

                                                                       Percentage of
Votes Cast For   Votes Cast Against   Abstentions   Broker Non-Votes   Votes Cast For
 184,677,874          792,932           255,194        1,320,362           99.6%

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

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