UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington,
D.C. 20549
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SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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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)
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No fee required.
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Fee
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on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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*** Exercise Your Right to Vote *** Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on January 25, 2018.
MSC INDUSTRIAL DIRECT CO., INC.
MSC INDUSTRIAL DIRECT CO., INC.
75 MAXESS ROAD
MELVILLE, NEW YORK 11747-3151
Meeting Information
Meeting Type: Annual Meeting
For holders as of: December 7, 2016
Date: January 26, 2017 Time: 9:00 a.m. Local Time
Location: The Hilton Long Island/Huntington
598 Broad Hollow Road
Melville, New York 11747
You are receiving this communication because you hold
shares in the company named above.
This is not a ballot. You cannot use this notice to vote these
shares. This communication presents only an overview of
the more complete proxy materials that are available to
you on the Internet. You may view the proxy materials
online at www.proxyvote.com or easily request a paper copy
(see reverse side).
We encourage you to access and review all of the important
information contained in the proxy materials before voting.
See the reverse side of this notice to obtain
proxy materials and voting instructions.
E34574-P99683-Z71379
Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT ANNUAL REPORT WITH FORM 10-K WRAP
How to View Online:
Have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) and visit: www.proxyvote.com.
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
1) BY INTERNET: www.proxyvote.com
2) BY TELEPHONE: 1-800-579-1639
3) BY E-MAIL*: sendmaterial@proxyvote.com
* If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) in the subject line.
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before January 11, 2018 to facilitate timely delivery.
How To Vote
Please Choose One of the Following Voting Methods
Vote In Person: Many shareholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box
marked by the arrow XXXX XXXX XXXX XXXX (located on the following page) available and follow the instructions.
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
E34575-P99683-Z71379
Voting Items
The Board of Directors recommends you vote
FOR the listed director nominees to serve for
one-year terms:
Proposal No. 1: Election of Directors
Nominees:
01) Mitchell Jacobson
02) Erik Gershwind
03) Jonathan Byrnes
04) Roger Fradin
05) Louise Goeser
06) Michael Kaufmann
07) Denis Kelly
08) Steven Paladino
09) Philip Peller
The Board of Directors recommends you vote FOR the following proposals:
Proposal No. 2: Ratification of Ernst & Young LLP as our Independent Registered Public Accounting Firm for Fiscal Year 2018
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2018.
Proposal No. 3: Approval, on an Advisory Basis, of the Compensation of Named Executive Officers
To approve, on an advisory basis, the compensation of our named executive officers.
The Board of Directors recommends you vote for "ONE YEAR" on the following proposal:
Proposal No. 4: Advisory Vote on the Preferred Frequency of Future Advisory Votes on the Compensation of Named Executive Officers
To conduct an advisory vote on the preferred frequency of future advisory votes on the compensation of our named executive officers.
NOTE: Such other business as may properly come before the meeting or any adjournments or postponements thereof.
E34576-P99683-Z71379