MSM MSC Industrial Direct Co Inc

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): July 6, 2015

MSC Industrial Direct Co., Inc.

(Exact Name of Registrant as Specified in Its Charter)

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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 (b), (c) and (e) On July 6, 2015, MSC Industrial Direct Co., Inc. (the "Company") announced that Rustom Jilla has been appointed as the Company’s Executive Vice President and Chief Financial Officer effective July 20, 2015.  Mr. Jilla will succeed Jeffrey Kaczka, who will retire as Executive Vice President and Chief Financial Officer on July 20, 2015 and will assist Mr. Jilla with his transition to the position of Chief Financial Officer. 

Mr. Jilla, age 54, most recently served from April 2013 through September 2014 as Chief Financial Officer of Demantic Group, a global provider of warehouse logistics and inventory management solutions.  From September 2002 to April 2013, he served as Chief Financial Officer of Ansell Limited, a global leader in protective solutions with approximately $1.6 billion in annual revenues, publicly traded on the Australian Securities Exchange.  Prior to that, Rustom spent 12 years at The BOC Group, a U.K.-listed, multinational industrial gas company, where he held various Product Management and Finance leadership roles.

In connection with his appointment, Mr. Jilla received and has agreed to the terms of an offer letter (the “Offer Letter”) providing for (i) an annual base salary of $475,000 and (ii) a restricted stock award with a grant date value of $500,000, which will vest 20% on each of the first, second, third, fourth and fifth anniversaries.  Mr. Jilla will be eligible for annual incentive bonus awards and annual equity grants beginning in fiscal 2016, and will be entitled to participate in all of the employee benefit plans available to executives. 

A copy of the Offer Letter is attached as Exhibit 10.1 to this Form 8-K and is incorporated by reference herein.  The foregoing description of the Offer Letter is qualified in its entirety by reference to the full text of such exhibit.

On July 6, 2015, the Company issued a press release announcing the appointment of Mr. Jilla and the retirement of Mr. Kaczka.  The entire text of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

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.

 Exhibit Index

Exhibit 10.1

June 29, 2015

Rustom Jilla

106 Beechwood Road

Summit, NJ  07901

Dear Rustom,

We are very pleased to extend a conditional offer of employment to you for the position of Executive Vice President and Chief Financial Officer, reporting to Erik Gershwind, President and Chief Executive Officer with MSC Industrial Supply Co.  This offer is conditional upon your completion of a satisfactory background check.  The effective date of your employment is to be determined.

As an exempt associate, your annualized base salary will be $475,000.00.  This will be earned and paid, every other Thursday, at the bi-weekly rate of $18,269.23.  After your start date, you will also receive a restricted stock grant valued at $500,000, subject to a 5-year vesting period.  You will be eligible for a company bonus in November, 2016 for the performance period of September 1, 2015 through August 31, 2016.    Although future bonuses are not guaranteed, your annual company bonus target will be 70% of your annual base salary.  These bonus targets vary each year and are based on company and individual performance, as well as Board approval.

Regarding the equity portion of your compensation package, you will be eligible to receive an annual equity grant valued at $700,000 in October, 2015.  The equity grant will be in the form of restricted stock units, non-qualified stock options, and/or performance based RSUs, and subject to an award agreement.  The equity grant is generally made annually but is not guaranteed, but based on company and individual performance, as well as Board approval. 

MSC will provide you with a leased, four-door car valued at $55,000.  MSC will pay for the insurance, maintenance and gas for the vehicle.  In the alternative, you may opt for a car allowance of $1,100.00 per month, which is paid in 26 bi-weekly payments per year.  Please be advised that either the lease or the allowance benefit is considered income and may have tax implications.  You should consult a tax expert for advice on this issue.

As a full-time associate of MSC, you may elect to participate in all of our benefits when eligible.  As an Executive Vice President, you are not subject to a set vacation or sick pay schedule but may take time off as needed with the agreement of your direct manager.  In addition, our standard benefit package includes major medical/dental insurance, 401(k) savings plan and tuition reimbursement.  Based upon a start date within the month of July 2015, you will be eligible to enroll in our medical/dental insurance and 401(k) savings plans on September 1, 2015.

Under separate cover, you will be sent a new associate orientation packet that includes a Change of Control document, MSC’s “Associate Confidentiality, Non-Solicitation and Non-Competition 

Agreement,” as well as the “Prior Employment Compliance Agreement,” execution of which is a condition of your employment.  Neither this condition, nor this offer letter should be construed as a contract of employment.  Additionally, your employment is contingent upon you providing appropriate documentation as required by Federal law to prove your identity and eligibility to work in the United States.  Please bring the appropriate document(s) and paperwork on your first day of employment.  A complete list of eligible documents can be found on the I-9 Form provided. 

After you have had a chance to review this information, feel free to call me at 980-428-0754 if you have any questions.

Rustom, on behalf of Erik and everyone at MSC, I am thrilled to have you part of our team and MSC.  I look forward to working with you.

Sincerely,

Kari Heerdt

SVP, Chief People Officer

Your signature below indicates that you have read and understand the contents of this letter and accept the position of Executive Vice President and Chief Financial Officer for MSC Industrial Supply Co.

Exhibit 99.1

news

Investor Contact:

John G. Chironna

VP Investor Relations & Treasurer

MSC Industrial Supply Co.

(704) 987-5231

Media Contact:

Paul Mason

Director, Corporate Communications

MSC Industrial Supply Co.

(704)  987-5313

FOR IMMEDIATE RELEASE

MSC INDUSTRIAL SUPPLY CO. NAMES RUSTOM JILLA CHIEF FINANCIAL OFFICER

Melville, N.Y. and Davidson, N.C., July 6, 2015 - MSC INDUSTRIAL SUPPLY CO. (NYSE: MSM), a premier distributor of Metalworking and Maintenance, Repair and Operations supplies to industrial customers throughout North America, today announced that it has named Rustom Jilla to the role of Executive Vice President and Chief Financial Officer, effective July 20. Jilla succeeds Jeff Kaczka, who will be retiring from MSC as previously announced following a short transition period.

Jilla, 54, most recently served as CFO for Dematic Group, a global provider of warehouse logistics and inventory management solutions. Prior to Dematic, he spent more than a decade as CFO of Ansell Limited, a publicly traded global leader in protective solutions with approximately $1.6 billion (U.S.) in annual revenue and an MSC supplier. Earlier in his career, Jilla spent 12 years at The BOC Group, a U.K.-listed, multinational industrial gas company, where he held various Product Management and Finance leadership roles.

“Rustom is an accomplished CFO with a strong track record of producing exceptional results, while demonstrating high levels of leadership in developing people, teams and organizations,” said Erik Gershwind, President and Chief Executive Officer. “We are extremely pleased to welcome him to the MSC leadership team.”

Gershwind continued, “I would also like to extend my appreciation to Jeff Kaczka for his steadfast commitment, focus and effective leadership role during his tenure as CFO of the company. We recognize him for his many contributions to MSC’s success and wish him the very best in his retirement,” Gershwind said.

Jilla received an M.B.A. in Finance and Corporate Policy & Management from the Wharton School of Business at the University of Pennsylvania, and a Bachelor’s degree in Commerce from the University of Sri Jayewardenapura in Sri Lanka. He is also a Chartered Accountant (Sri Lanka) and Chartered Management Accountant (United Kingdom).

“MSC is a company with a great culture that has been a leading distributor of MRO products and services for many years. MSC is well positioned to build on this strong foundation and deliver even greater value for its shareholders, customers, suppliers, associates and other key stakeholders. This is an exciting time to be joining MSC and its leadership team,” Jilla said.

About MSC Industrial Supply Co.

MSC Industrial Supply Co. (NYSE:MSM) is a leading North American distributor of metalworking and maintenance, repair, and operations (MRO) products and services. We help our customers drive greater productivity, profitability and growth with more than 1 million products, inventory management and other supply chain solutions, and deep expertise from more than 70 years of working with customers across industries. Our experienced team of over 6,500 associates is dedicated to working side by side with our customers to help drive results for their businesses - from keeping operations running efficiently today to continuously rethinking, retooling, and optimizing for a more productive tomorrow.

For more information on MSC, please visit www.mscdirect.com.

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