Attached files
| file | filename |
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| EX-10.01 - MSC INDUSTRIAL DIRECT CO INC | v208107_ex10-01.htm |
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): January 13,
2011
MSC
Industrial Direct Co., Inc.
(Exact
Name of Registrant as Specified in Its Charter)
|
New
York
|
1-14130
|
11-3289165
|
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification No.)
|
|
75
Maxess Road, Melville, New York
|
11747
|
|
(Address
of principal executive offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area code: (516) 812-2000
Not
Applicable
(Former
name or former address, if changed since last report)
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))
Item
5.02 Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers
(e) Approval
of Amendments to 2005 Omnibus Equity Plan
On
January 13, 2011, MSC Industrial Direct Co., Inc. (the “Company”) held its
2011 Annual Meeting of Shareholders. At the annual meeting, the Company’s
shareholders approved an amendment to the Company’s 2005 Omnibus Equity Plan
(the “Plan”) to permit the grant of cash incentive awards that qualify for the
“performance-based compensation” exception to the $1,000,000 limitation on the
deduction of compensation imposed under Section 162(m) of the tax code. The
amendment also changed the name of the Plan to the 2005 Omnibus Incentive Plan.
The other material features of the Plan, including the number of shares reserved
for issuance thereunder, were not affected by the amendment.
The full
text of the Plan, as amended, is attached hereto as Exhibit 10.01.
Item
5.07 Submission of Matters to a Vote of Security
Holders
As noted
above, on January 13, 2011, the Company held its 2011 Annual Meeting of
Shareholders. At the annual meeting, shareholders considered: (1) the election
of nine directors for one-year terms; (2) a proposal to amend the Plan to permit
the grant of cash incentive awards that qualify for the “performance-based
compensation” exception to the $1,000,000 limitation on the deduction of
compensation imposed under Section 162(m) of the tax code; and (3) the
ratification of appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year 2011. The voting
results with respect to each of the matters described above were as
follows:
|
1.
|
To
elect the following nominees as
directors.
|
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Nominee
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For
|
Withheld
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Broker
Non-Votes
|
|||||||||
|
Charles
Boehlke
|
209,659,387 | 5,741,692 | 2,280,231 | |||||||||
|
Jonathan
Byrnes
|
214,718,305 | 682,774 | 2,280,231 | |||||||||
|
Roger
Fradin
|
209,873,348 | 5,527,731 | 2,280,231 | |||||||||
|
Erik
Gershwind
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214,212,456 | 1,188,623 | 2,280,231 | |||||||||
|
Louise
Goeser
|
210,149,598 | 5,251,481 | 2,280,231 | |||||||||
|
Mitchell
Jacobson
|
214,170,237 | 1,230,842 | 2,280,231 | |||||||||
|
Denis
Kelly
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210,626,864 | 4,774,215 | 2,280,231 | |||||||||
|
Philip
Peller
|
210,647,934 | 4,753,145 | 2,280,231 | |||||||||
|
David
Sandler
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214,661,132 | 739,947 | 2,280,231 | |||||||||
|
|
2.
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To
amend the Plan to permit the grant of cash incentive
awards.
|
|
For
|
Against
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Abstain
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Broker
Non-Votes
|
|||||||||||
| 213,086,297 | 2,301,400 | 13,382 | 2,280,231 | |||||||||||
-2-
|
|
3.
|
To
ratify the appointment of Ernst & Young LLP as the Company’s
independent registered public accounting firm for fiscal year
2011.
|
|
For
|
Against
|
Abstain
|
||||||||
| 217,380,573 | 288,236 | 12,501 | ||||||||
At the
annual meeting, each of Ms. Goeser and Messrs. Boehlke, Byrnes, Fradin,
Gershwind, Jacobson, Kelly, Peller and Sandler were re-elected to the board of
directors and each of the other proposals was approved.
Item
9.01 Financial Statements and Exhibits
(d) Exhibits
10.01 MSC
Industrial Direct Co., Inc. 2005 Omnibus Incentive Plan, as amended through
January 13, 2011.
-3-
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.
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MSC
INDUSTRIAL DIRECT CO., INC.
|
||
| Date: January 13, 2011 |
By:
|
/s/ Shelley M. Boxer
|
|
Name: Shelley
M. Boxer
Title:
Vice President,
Finance
|
||
-4-
Exhibit
Index
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Exhibit
No.
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Description
|
|
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10.01
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MSC
Industrial Direct Co., Inc. 2005 Omnibus Incentive Plan, as amended
through January 13, 2011.
|
-5-