MSC INDUSTRIAL DIRECT CO. INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Proposal No. 1: Election of Directors : Erik Gershwind

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Erik Gershwind”): 48,932,252 for, 783,133 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,445,195 for, 10,704 against, 12,555 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: Proposal No. 1: Election of Directors : Louise Goeser

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Louise Goeser”): 48,662,345 for, 1,077,733 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,444,892 for, 11,007 against, 12,555 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: Proposal No. 1: Election of Directors : Michael Kaufmann

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Michael Kaufmann”): 49,446,452 for, 290,898 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,454,301 for, 1,598 against, 12,555 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: Proposal No. 1: Election of Directors : Mitchell Jacobson

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Mitchell Jacobson”): 48,539,775 for, 1,191,452 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,385,934 for, 69,965 against, 12,555 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: Proposal No. 1: Election of Directors : Philip Peller

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Philip Peller”): 46,965,027 for, 2,770,564 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,199,037 for, 256,862 against, 12,555 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: Proposal No. 1: Election of Directors : Rahquel Purcell

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Rahquel Purcell”): 48,115,840 for, 1,599,640 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,211,521 for, 244,378 against, 12,555 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: Proposal No. 1: Election of Directors : Rudina Seseri

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Rudina Seseri”): 48,127,001 for, 1,604,453 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,211,521 for, 244,302 against, 12,631 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: Proposal No. 1: Election of Directors : Steven Paladino

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Elect Director: Steven Paladino”): 46,742,131 for, 2,992,696 against, per its Form 8-K filed January 24, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Election of directors : Each of the nominees was elected by the Company's shareholders to serve for a term of one year or until his or her successor is duly elected and qualified.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 19,910,324 for, 545,575 against, 12,555 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.

Description as filed by funds: To approve and adopt the provisions of the Restated Certificate of Incorporation and the related transactions that would effectuate the Reclassification described in this proxy statement / prospectus (the "Reclassification Proposal");

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Reclassification Proposal”): 127,910,891 for, 40,256 against, per its Form 8-K filed October 5, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 113 asset managers below reported 20,697,762 for, 12,712 abstained.

Showing the 25 largest of 113 asset managers. See all 113 in the interactive database.

Description as filed by funds: To approve and adopt the provisions of the Restated Certificate of Incorporation (i) to amend the requisite shareholder vote to approve mergers, asset sales, share exchanges, dissolution and certain other transactions from two-thirds of the votes of all outstanding shares entitled to vote thereon to a majority of the votes of all outstanding shares entitled to vote thereon and (ii) to remove the proviso in Article FOURTH(C)(I) of the Company's Certificate of Incorporation (the "Voting Standard Amendment Proposal");

The 73 asset managers below reported 18,272,313 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: To approve and adopt the provisions of the Restated Certificate of Incorporation to provide that (i) in any election of directors that is not a Contested Election (as such term is defined in the Amended and Restated By-Laws), a nominee for director shall be elected to the Board if a majority of the votes cast by the shareholders entitled to vote in the election are in favor of such nominee's election and (ii) in any Contested Election, nominees shall be elected by a plurality of the votes cast by the holders of shares entitled to vote in the election (the "Majority Voting Proposal"); and

The 73 asset managers below reported 18,272,313 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: APPROVAL OF THE MAJORITY VOTING PROPOSAL: TO APPROVE AND ADOPT THE PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION THAT WILL EFFECTUATE THE MAJORITY VOTING PROPOSAL DESCRIBED IN THE PROXY STATEMENT.

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“3. Majority Voting Proposal A proposal to approve and adopt the provisions of the Restated Certificate of Incorporation, which would effectuate the Majority Voting Proposal”): 127,918,413 for, 38,986 against — passed, per its Form 8-K filed October 5, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 – Majority Voting Proposal A proposal to approve and adopt the provisions of the Restated Certificate of Incorporation, which would effectuate the Majority Voting Proposal, was approved as set forth below.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 2,438,161 for.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: APPROVAL OF THE VOTING STANDARD AMENDMENT PROPOSAL: TO APPROVE AND ADOPT PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION THAT WILL EFFECTUATE THE VOTING STANDARD AMENDMENT DESCRIBED IN THE PROXY STATEMENT.

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“2. Voting Standard Amendment Proposal A proposal to approve and adopt the provisions of the Restated Certificate of Incorporation, which would effectuate the Voting Standard Amendment Proposal”): 127,855,531 for, 95,340 against — passed, per its Form 8-K filed October 5, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 – Voting Standard Amendment Proposal A proposal to approve and adopt the provisions of the Restated Certificate of Incorporation, which would effectuate the Voting Standard Amendment Proposal, was approved as set forth below.”
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 45 asset managers below reported 2,438,161 for.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve and adopt the Reclassification Proposal, the Voting Standard Amendment Proposal or the Majority Voting Proposal at the time of the Special Meeting (the "Adjournment Proposal").

The 73 asset managers below reported 17,965,232 for, 307,081 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 73 asset managers. See all 73 in the interactive database.

Description as filed by funds: THE ADJOURNMENT PROPOSAL: TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE INSUFFICIENT VOTES TO APPROVE THE RECLASSIFICATION PROPOSAL AT THE TIME OF THE SPECIAL MEETING.

The 45 asset managers below reported 2,419,853 for, 5,596 against, 12,712 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

Description as filed by funds: Advisory Vote to Approve Named Executive Officer Compensation To approve, on an advisory basis, the compensation of MSC's named executive officers

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“3. Advisory vote to approve the compensation of the Company's named executive officers”): 48,929,375 for, 648,614 against — passed, per its Form 8-K filed January 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3, an advisory vote, was approved by the Company's shareholders.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 114 managers: 20,421,618 for, 5,303 against, 10,358 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 314 managers: 20,073,547 for, 332,090 against, 122,512 abstained, 1,388 not voted, 115,863 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation To vote, on an advisory basis, on the frequency of future advisory votes to approve the compensation of MSC's named executive officers

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 46 managers: 10,358 abstained, 2,576,719 1 year, 59,048 3 year, 5,000 unknown. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 163 managers: 6,612 for, 1,388 not voted, 5,571,187 1 year, 106,008 3 year, 23,275 unknown, 818 2 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Proposal No. 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Officer Compensation To vote, on an advisory basis, on the frequency of future advisory votes to approve the compensation of MSC's named executive officers.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 74 managers: 17,125,504 1 year, 660,626 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 141 managers: 115,863 for, 14,214,686 1 year, 141,347 3 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: ADVISORY VOTE ON SAY ON PAY FREQUENCY

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 6 managers: 31,126 1 year.

Institutional-manager reports, all 11 managers: 73 for, 80,190 against, 129,352 1 year, 9,995 unknown, 125 3 year.

Description as filed by funds: Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm To ratify the appointment of Ernst & Young LLP to serve as MSC's Independent registered public accounting firm for fiscal year 2024.

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“2. Ratification of the appointment of Ernst & Young LLP to serve as the Company's independent registered public accounting firm for fiscal year 2024”): 50,472,539 for, 1,412,878 against — passed, per its Form 8-K filed January 24, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2 was approved by the Company's shareholders.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 118 asset managers below reported 20,449,418 for, 6,775 against, 10,358 abstained.

Showing the 25 largest of 118 asset managers. See all 118 in the interactive database.