UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________



SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

__________________________









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)













































Notice of 20202022 Annual Meeting

and 20192021 Proxy Statement



































Wednesday, January 29, 2020

9:00 a.m., local time

The Hilton Long Island/Huntington

598 Broad Hollow Road

Melville, New York 11747





Notice of 20202022 Annual Meeting of Shareholders



To the shareholders of MSC Industrial Direct Co., Inc.:



NOTICE IS HEREBY GIVEN that the annual meeting2022 Annual Meeting of shareholdersShareholders (the “Annual Meeting”) of MSC Industrial Direct Co., Inc., a New York corporation, will be held on January 29, 2020 at 9:00 a.m., local time,Eastern Time, on Wednesday, January 26, 2022 via live audio webcast at the Hilton Long Island/Huntington, 598 Broad Hollow Road, Melville, New York 11747,www.virtualshareholdermeeting.com/MSM2022, for the following purposes:purposes, as more fully described in the accompanying Proxy Statement:



Only shareholdersThe Board of record atDirectors recommends that you vote “FOR” Items 1, 2 and 3.  The proxy holders will use their discretion to vote on other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Shareholders as of the close of business on December 11, 20198, 2021, the record date, are entitled to receive notice of, and to vote at, the annual meeting andAnnual Meeting or any adjournmentsadjournment or postponementspostponement thereof.



All shareholders are cordially invitedThe Annual Meeting will be held entirely online via live audio webcast at www.virtualshareholdermeeting.com/MSM2022.  There will not be an option to attend the annual meeting.  However,Annual Meeting in person.

Shareholders as of the record date may participate in, submit questions and vote at the Annual Meeting by visiting www.virtualshareholdermeeting.com/MSM2022.  To log in, you must enter the unique 16-digit control number included on your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions.  If you are a beneficial shareholder, you may contact the shareholder of record (e.g., your bank, broker or other nominee) if you have questions about obtaining your control number.  If you do not have a control number, you may still access the live audio webcast of the Annual Meeting as a guest, but you will not be able to submit questions or to vote online during the meeting.

Whether or not you expect to participate in the Annual Meeting, your vote is important.  To assure your representation at the annual meeting,Annual Meeting, you are urged to cast your vote, onas instructed in your Notice of Internet Availability of Proxy Materials, proxy card or voting instructions as promptly as possible.  If you received a copy of the proxy materials by mail, you may complete, sign, date and mail the proxy card in the envelope provided.  Shareholders as of the record date participating in the live audio webcast of the Annual Meeting may vote via the Internet during the meeting, even if they have voted via the Internet or by telephone or by completing, signingreturned a completed proxy card.  You may revoke your proxy at any time prior to the Annual Meeting.  If you participate in and datingvote during the enclosedAnnual Meeting, your proxy card as promptly as possible,will be revoked automatically and returning it inyour vote at the postage-paid envelope provided.  Any shareholder attending the annual meeting may vote in person even if he or she has already voted on the Internet, by telephone or by returning a proxy.will be counted.



Steve Armstrong

Senior Vice President, General Counsel and
Corporate Secretary

Melville, New York

December 19, 2019



IMPORTANT:  The prompt returnYour vote is very important.  Whether or not you plan to participate in the live audio webcast of proxies will ensure thatthe Annual Meeting, we encourage you to read this Proxy Statement and vote your shares will be voted.  A self-addressed envelope is enclosed for your convenience.  No postage is required if mailed within the United States.as soon as possible.

We are furnishing this proxy statementProxy Statement to you in connection with the solicitation of proxies by our Board of Directors (the “Board of Directors” or the “Board”) to be used at our 2020 annual meetingthe 2022 Annual Meeting of shareholders,Shareholders (the “Annual Meeting”), or at any adjournmentsadjournment or postponementspostponement thereof.  This proxy statementProxy Statement describes the matters to be presented at the meetingAnnual Meeting and related information that will help you vote at the meeting.  References in this proxy statementProxy Statement to “the company,“MSC,” the “Company,” “we,” “us,” “our” and similar terms mean MSC Industrial Direct Co., Inc.



We have elected to take advantage of the “notice and access” rule of the United States Securities and Exchange Commission (which we refer to as the SEC)(the “SEC”) that allows us to furnish proxy materials to shareholders online.  We believe that electronic delivery expedites the receipt of proxy materials, while significantly lowering costs and reducing the environmental impact of printing and mailing full sets of proxy materials.  As a result, on or about December 19, 201916, 2021, we mailed to our shareholders of record as of the close of business on December 11, 2019,8, 2021, either (i) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials online and how to request paper copies of our proxy materials or (ii) a printed set of proxy materials, which includes the noticeNotice of annual meeting,2022 Annual Meeting of Shareholders, this proxy statement,Proxy Statement, our 2019 annual report2021 Annual Report to shareholdersShareholders and a proxy card.  If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials unless you specifically request one.  If your shares are held in the MSC Industrial Direct 401(k) Plan, you will receive a printed set of proxy materials and the enclosed proxy will serve as a voting instruction card for the trustee of the MSC Industrial Direct 401(k) Plan, T. Rowe Price Trust Company, who will vote all shares of Class A common stock of the company allocated to your 401(k) account in accordance with your instructions.  If you hold your shares through a bank, broker bank or other nominee, rather than directly in your own name, your intermediary will either forward to you a printed copiescopy of the proxy materials or will provide you with instructions on how you can access the proxy materials electronically.



Table of Contents





20192021 Proxy Statement Summary



This summary highlights information contained elsewhere in our proxy statement.this Proxy Statement.  This summary does not contain all of the information that you should consider.  You should read the entire proxy statementProxy Statement carefully before voting.



2022 Annual Meeting of Shareholders







Meeting Agenda and Voting Matters







BoardDirector Nominees



2   MSC Industrial Direct Co., Inc.  Notice of 20202022 Annual Meeting and 20192021 Proxy Statement

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MSC Industrial Direct Co., Inc.Notice of 2022 Annual Meeting and 2021 Proxy Statement3

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4   MSC Industrial Direct Co., Inc.  Notice of 20202022 Annual Meeting and 20192021 Proxy Statement

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MSC Industrial Direct Co., Inc.Notice of 2022 Annual Meeting and 2021 Proxy Statement5

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6MSC Industrial Direct Co., Inc.  Notice of 20202022 Annual Meeting and 20192021 Proxy Statement5

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6MSC Industrial Direct Co., Inc.Notice of 2020 Annual Meeting and 2019

(1)

No compensation information for fiscal year 2020 appears in this table for Ms. Actis-Grande or Ms. Heerdt as neither were named executive officers during this time.



Proxy Statement for the Annual Meeting
of Shareholders to be held on January 29, 2020



ELECTION OF DIRECTORS (PROPOSAL NO. 1)



EightThe Board of Directors currently consists of seven members and has no vacancies.  On the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the seven persons listed below for election as directors will beat the Annual Meeting.  If elected, at our 2020 annual meeting of shareholders for a term of one year expiring at our 2021 annual meeting, andeach nominee will serve until their respective successors have been elected,his or her term expires at the 2023 Annual Meeting of Shareholders or until their earlier resignationhis or removal.  Eachher successor is duly elected and qualified.  All of the nominees for director was previouslyare currently serving as directors and were elected as a directorto the Board at the 2021 Annual Meeting of the company by our shareholders.  Mr. Fradin has decided not to stand for re-election due to other time commitments, and will not be a director effective as of the conclusion of the 2020 annual meeting.   

Shareholders.  Each nominee has indicated that he or she is willingagreed to be named in this Proxy Statement and to serve as a memberif elected.

Although the Company knows of our Board, if elected, and our Board has no reason why any of the nominees would not be able to believe thatserve, if any nominee may become unable or unwilling to serve.  In the event that a nominee should become unavailable for election for any reason, the shares represented by a properly executed and returned proxy will be voted for any substitute nominee who shall be designated by the current Board.  There are no arrangements or understandings between any director or nominee for director and any other person pursuant to which such person was selected as a director or nominee for director of the company.

Our Nominating and Corporate Governance Committee has reviewed the qualifications and independence of the nominees for director and, with each member of the Nominating and Corporate Governance Committee abstaining as to himself or herself, has recommended each of the other nominees for election to our Board.Company.





Board and Committee Evaluations; Qualifications of Nominees



OurThe Nominating and Corporate Governance Committee annually reviews the composition and performance of ourthe Board and Board committees, and considers, among other factors, Board diversity and director tenure, age, skills, background and experience.  The Nominating and Corporate Governance Committee is responsible for recruiting, evaluating and recommending candidates to be presented for appointment, election or reelectionre-election to serve as members of ourthe Board.  OurThe Board and each Board committee conduct annual written self-evaluations to help ensure that ourthe Board and Board committees have the appropriate number and mix of members, skills and experience and the appropriate scope of activities.  These self-evaluations also provide Board and Board committee members with insight for enhancing the effectiveness of their meetings.  In evaluating ourthe Board, ourthe Nominating and Corporate Governance Committee has considered that our directors have a wide range of experience as senior executives of large publicly traded companies, and in the areas of investment banking, accounting, business education and business management consulting.  In these positions, they have also gained industry experience and knowledge in core management skills that are important to their service on ourthe Board, such as business-to-business distribution, supply chain management, mergers and acquisitions, strategic and financial planning, financial reporting, compliance, risk management, intellectual property matters and leadership development.  Several of our directors also have experience serving on the boards of directors and board committees of other public companies, which provides them with an understanding of current corporate governance practices and trends and executive compensation matters.  OurThe Nominating and Corporate Governance Committee also believes that our directors have other key attributes that are important to an effective board of directors, including the highest professional and personal ethics and values, a broad diversity of business experience and expertise, an understanding of our business, a high level of education, broad-based business acumen and the ability to think strategically.



In addition to the qualifications described above, ourthe Nominating and Corporate Governance Committee also considered the specific skills and attributes described in the biographical details that follow in determining whether each individual nominee should serve on ourthe Board.



2020Director Nominees for Director























Director Qualifications



The chart below demonstrates how ourthe Board’s nominees for election at our 2020 annual meeting of shareholdersthe Annual Meeting provide the skills, experiences and perspectives that ourthe Nominating and Corporate Governance Committee and ourthe Board consider important for an effective board of directors.







CORPORATE GOVERNANCE



Director Independence



Pursuant to the New York Stock Exchange (the “NYSE”) listing standards, a majority of the members of ourthe Board must be independent.  The Board must determineNYSE listing standards provide that each independenta director does not qualify as “independent” unless the board of directors affirmatively determines that the director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company).  The Board follows the criteria set forth in Section 303A of the New York Stock ExchangeNYSE listing standards to determine director independence.  Our independence criteria are also set forth in Section 1.12 of our Corporate Governance Guidelines, a copy of which is available on our website at www.mscdirect.com/corporategovernance.  In addition to applying these guidelines, the Board will consider all of the relevant facts and circumstances in making an independence determination.



The Board undertakes a review of director independence on an annual basis and as events arise which may affect director independence.  Based upon this review, the Board determined that Ms.Mses. Goeser and Seseri and Messrs. Byrnes, Fradin, Kaufmann, Kelly, Paladino and Peller are independent, and Messrs. Jonathan Byrnes and Denis Kelly (who did not stand for re-election at our 2021 Annual Meeting of Shareholders and ceased to be directors effective as of the conclusion of that meeting) were independent during the period that they served as directors, in accordance with Section 303A.02 of the New York Stock ExchangeNYSE listing standards and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, as well as under our Corporate Governance Guidelines.  The Board also determined that each member of the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee (see membership information below under “―Board Committees”) is independent, including that each member of the Audit Committee is “independent” as that term is defined under Rule 10A-3(b)(1)(ii) of the Exchange Act.



In evaluating the independence of Ms. Goeser, the Board considered that Ms. Goeser is a director of Watts Water Technologies, Inc., which is a customer and a supplier of our company.the Company.  Sales to and purchases from Watts Water Technologies, Inc. in fiscal year 2021 were made in the ordinary course of business and amounted to significantly less than 0.5% of Watts Water Technologies, Inc.’s gross revenues during its most recent fiscal year.

In evaluating the recipient company’sindependence of Ms. Seseri, the Board considered that Ms. Seseri is the founding partner of Glasswing Ventures, of which NormShield Inc. d/b/a Black Kite, Inc. is a portfolio company.  Black Kite, Inc. is a supplier of the Company.  Purchases from Black Kite, Inc. in fiscal year 2021 were made in the ordinary course of business and amounted to significantly less than 0.5% of Black Kite, Inc.’s gross revenues during its most recent fiscal year.



In evaluating the independence of Mr. Byrnes, the Board considered that Mr. Byrnes is a Senior Lecturer at MIT, which is a customer of our company.the Company.  Sales to MIT in fiscal year 2021 were made in the ordinary course of business and amounted to significantly less than 0.5% of our gross revenues during our most recent fiscal year.

In evaluating the independence of Mr. Fradin, the Board considered that Mr. Fradin (i) was a director of Pitney Bowes Inc., which is a customer and supplier of our company,  (ii) is a director of Harris Corporation, which is a supplier of our company, and (iii) is a director of Resideo Technologies, Inc., which is a customer of our company.  Sales to and purchases from such companies were made in the ordinary course of business and amounted to significantly less than 0.5% of the recipient company’sMIT’s gross revenues during its most recent fiscal year.



In evaluating the independence of Mr. Kaufmann, the Board considered that Mr. Kaufmann is the Chief Executive Officer of Cardinal Health, Inc., which is a customer and a supplier of our company.the Company.  Sales to and purchases from Cardinal Health, Inc. in fiscal year 2021 were made in the ordinary course of business and amounted to significantly less than 0.5% of ourCardinal Health, Inc.’s gross revenues during ourits most recent fiscal year.

In evaluating the independence of Mr. Kelly, the Board considered that Mr. Kelly is a director of WW International, Inc., which is a supplier of the Company.  Purchases from WW International, Inc. in fiscal year 2021 were made in the ordinary course of business and amounted to significantly less than 0.5% of WW International, Inc.’s gross revenues during its most recent fiscal year.



In evaluating the independence of Mr. Paladino, the Board considered that Mr. Paladino is the Executive Vice President and Chief Financial Officer of Henry Schein, Inc., which is a customer and supplier of our company.the Company.  Sales to and purchases from Henry Schein, Inc. in fiscal year 2021 were made in the ordinary course of business and amounted to significantly less than 0.5% of the recipient company’sHenry Schein, Inc.’s gross revenues during its most recent fiscal year.

Board Committees and Attendance



The standing committees of ourthe Board are the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee.  The table below provides the current membership of ourthe Board and each of these committees and the number of meetings held by ourthe Board and each of these committees during fiscal year 2019.2021.





Lead Director     Chairperson    Audit Committee Financial Expert   Member

During fiscal year 2019, each of our current directors attended at least 75% of the aggregate number of meetings of our Board and of the committees of our Board on which he or she is a member.

Board Committees

Audit Committee



Principal Functions



The principal functions of the Audit Committee are to:



Composition and Charter



The Audit Committee is currently comprised of Ms. Goeser and Messrs. Byrnes, Kaufmann, Kelly, Paladino and Peller, each of whom the Board has determined to be independent under both the rules of the SEC and the listing standards of the New York Stock ExchangeNYSE and to meet the financial literacy requirements of the New York Stock Exchange.NYSE.  Mr. Peller is the Chairperson of the Audit Committee.  The Board has determined that each of Messrs. Peller, Kaufmann Kelly and Paladino qualifies as an “audit committee financial expert” within the meaning of the rules of the SEC.



The Audit Committee is directly responsible for the appointment, termination, compensation, retention and oversight of the work of our independent auditors.registered public accounting firm.  The Audit CommitteeBoard has adoptedapproved a written charter for the Audit Committee, a copy of which is available on our website at www.mscdirect.com/corporategovernance.  The Audit Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties.  We are obligated to provide appropriate funding for the Audit Committee for these purposes.



Policy on Service on Other Audit Committees



Under our corporate governance guidelines,Corporate Governance Guidelines, members of the Audit Committee may not serve as members of an audit committee for more than three public companies, including the Audit Committee of ourthe Board.

Compensation Committee



Principal Functions



The principal functions of the Compensation Committee are to:



Composition and Charter



OurThe Compensation Committee is currently comprised of Ms.Mses. Goeser and Seseri and Messrs. Fradin, Kaufmann Kelly and Paladino, each of whom is an independent director.  Mr. KellyMs. Goeser is the Chairperson of the Compensation Committee.  The Compensation CommitteeBoard has adoptedapproved a written charter for the Compensation Committee, a copy of which is available on our website at www.mscdirect.com/corporategovernance.



Delegation of AuthorityNominating and Corporate Governance Committee

✓

The Compensation Committee does not delegate its responsibilities to any other directors or members of management.  Under our 2015 Omnibus Incentive Plan, the Compensation Committee is permitted to delegate its authority under such plan to a committee of one or more directors or one or more officers, in all cases to the extent permitted under applicable law, including New York Stock Exchange listing requirements.  However, as a matter of policy, the Compensation Committee authorizes all grants of awards under the 2015 Omnibus Incentive Plan.Member

C

Chairperson

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