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

Compiled from SEC Form N-PX filings and MSC INDUSTRIAL DIRECT CO. INC.’s Form 8-K, filed 2024-01-24 (Item 5.07 on EDGAR). Page generated 02 October 2026.

32Reported items
441Asset managers
8,202Fund votes
2024-01-24Main meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore MSC INDUSTRIAL DIRECT CO. INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by MSC INDUSTRIAL DIRECT CO. INC.

These tallies are MSC INDUSTRIAL DIRECT CO. INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2024-01-24 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

MSC INDUSTRIAL DIRECT CO. INC. — official shareholder meeting results, meeting held 2024-01-24
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Erik Gershwind	48,932,252	783,133	68,546	--	2,136,914	Majority: yes
Elect Director: Louise Goeser	48,662,345	1,077,733	43,853	--	2,136,914	Majority: yes
Elect Director: Mitchell Jacobson	48,539,775	1,191,452	52,704	--	2,136,914	Majority: yes
Elect Director: Michael Kaufmann	49,446,452	290,898	46,581	--	2,136,914	Majority: yes
Elect Director: Steven Paladino	46,742,131	2,992,696	49,104	--	2,136,914	Majority: yes
Elect Director: Philip Peller	46,965,027	2,770,564	48,340	--	2,136,914	Majority: yes
Elect Director: Rahquel Purcell	48,115,840	1,599,640	68,451	--	2,136,914	Majority: yes
Elect Director: Rudina Seseri	48,127,001	1,604,453	52,477	--	2,136,914	Majority: yes
Advisory vote to approve the compensation of the Company's named executive officers :	48,929,375	648,614	205,942	--	2,136,914	Majority: yes
Advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers :	48,614,878	--	25,044	--	2,136,914	Outcome not stated

Source: MSC INDUSTRIAL DIRECT CO. INC., Form 8-K, filed with the SEC on 2024-01-24 — read the filing on EDGAR.

How asset managers voted at the MSC INDUSTRIAL DIRECT CO. INC. 2023-2024 meetings

Each item below shows how the 441 asset managers that disclosed a MSC INDUSTRIAL DIRECT CO. INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of MSC INDUSTRIAL DIRECT CO. INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Advisory Vote to Approve Named Executive Officer Compensation To approve, on an advisory basis, the compensation of MSC's named executive officers

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 12 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 48,929,375AGAINST: 648,614

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Advisory vote to approve the compensation of the Company's named executive officers :”): 48,929,375 for, 648,614 against, per its Form 8-K filed 2024-01-24 (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. Of all 56,400,388 outstanding shares: 87% for, 1% against (88% of the company cast a for/against vote).

The 403 asset managers below cast 99.1% of the shares they voted on this item FOR (40,495,165 for, 337,393 against).

FOR 99%

FOR: 40,495,165 (98.8%)AGAINST: 337,393 (0.8%)ABSTAIN: 132,870 (0.3%)NOT VOTED: 1,388 (0.0%)

Largest asset managers voting on “Advisory Vote to Approve Named Executive Officer Compensation To approve, on an advisory basis, the compensati” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,320,020	0	For
BlackRock	4,831,284	304	For
American Century	2,863,217	0	For
Charles Schwab	2,191,656	0	For
State Street	1,498,334	0	For
GEODE CAPITAL MANAGEMENT, LLC	974,611	0	For
Epoch Investment Partners, Inc.	962,513	0	For
Fidelity	917,598	0	For
First Trust	868,622	0	For
Dimensional	775,998	0	For
Capital Group	775,368	0	For
Capital Research Global Investors	775,000	0	For
NEW SOUTH CAPITAL MANAGEMENT INC	642,465	0	For
Invesco	619,766	0	For
Janus Henderson	592,783	0	For
OLD REPUBLIC INTERNATIONAL CORP	565,200	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
PZENA INVESTMENT MANAGEMENT LLC	461,966	0	For
Nitorum Capital, L.P.	449,482	0	For
Clearbridge Investments, LLC	437,898	0	For
Victory Capital	431,757	0	For
Legg Mason	421,894	0	For
AQR	417,249	0	For
Voya	320,508	0	For

Showing the 25 largest of 403 asset managers. See all 403 in the interactive database.

2. 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

SECTION 14A SAY-ON-PAY VOTESSECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-24.

Combines 10 wordings of this item as funds reported it.

100% fund support · no official result

1 YEAR 96%

The 210 asset managers below cast 100% of the shares they voted on this item FOR (6,612 for, 0 against).

FOR: 6,612 (0.1%)ABSTAIN: 10,358 (0.1%)1 YEAR: 8,060,348 (96.4%)3 YEARS: 165,056 (2.0%)ONE YEAR: 85,872 (1.0%)1: 28,275 (0.3%)1-YEAR: 1,686 (0.0%)NOT VOTED: 1,388 (0.0%)TWO YEARS: 780 (0.0%)2 YEARS: 38 (0.0%)

Largest asset managers voting on “Advisory Vote on the Frequency of Future Advisory Votes to Approve Named Executive Officer Compensation To vot” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Charles Schwab	0	1 Year
NEW SOUTH CAPITAL MANAGEMENT INC	0	1 Year
OLD REPUBLIC INTERNATIONAL CORP	0	1 Year
Pacer Funds Trust	0	1 Year
Nitorum Capital, L.P.	0	1 Year
River Road Asset Management, LLC	0	1 Year
Man Group plc	0	1 Year
CRAWFORD INVESTMENT COUNSEL INC	0	1 Year
John Hancock	0	1 Year
SEI	0	1 Year
STATE BOARD OF ADMINISTRATION OF FLORIDA RETIREMENT SYSTEM	0	1 Year
Bridge Builder Trust	0	1 Year
Northern Trust	0	1 Year
JPMorgan	2,023	1 Year
SCHRODER INVESTMENT MANAGEMENT GROUP	0	1 Year
Robeco Institutional Asset Management B.V.	0	1 Year
Jackson National	0	1 Year
AMG Funds IV	0	1 Year
NEW YORK STATE COMMON RETIREMENT FUND	0	1 Year
ENVESTNET ASSET MANAGEMENT INC	0	1 Year
BOKF, NA	0	3 Years
RAYMOND JAMES & ASSOCIATES	0	1 Year
Alberta Investment Management Corp	0	1 Year
Baird	0	1 Year
LOS ANGELES CAPITAL MANAGEMENT LLC	0	1 Year

Showing the 25 largest of 210 asset managers. See all 210 in the interactive database.

3. 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.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-24.

100% fund support · no official result

ONE YEAR 97%

The 196 asset managers below cast 100% of the shares they voted on this item FOR (115,863 for, 0 against).

FOR: 115,863 (0.4%)ONE YEAR: 31,221,553 (97.1%)THREE YEARS: 801,973 (2.5%)1 YEAR: 2,590 (0.0%)1-YEAR: 184 (0.0%)

Largest asset managers voting on “Proposal No. 4: Advisory Vote on the Frequency of Future Advisory Votes to Approve Executive Officer Compensat” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Vanguard	0	0	0	0	One Year
BlackRock	0	0	0	0	One Year
American Century	0	0	0	0	One Year
State Street	0	0	0	0	One Year
GEODE CAPITAL MANAGEMENT, LLC	0	0	0	0	One Year
Epoch Investment Partners, Inc.	0	0	0	0	One Year
Fidelity	0	0	0	0	One Year
First Trust	0	0	0	0	One Year
Dimensional	0	0	0	0	Three Years
Capital Group	0	0	0	0	One Year
Capital Research Global Investors	0	0	0	0	One Year
Invesco	0	0	0	0	One Year
Janus Henderson	0	0	0	0	One Year
JANUS INVESTMENT FUND	0	0	0	0	One Year
PZENA INVESTMENT MANAGEMENT LLC	0	0	0	0	One Year
Clearbridge Investments, LLC	0	0	0	0	One Year
Victory Capital	0	0	0	0	One Year
Legg Mason	0	0	0	0	One Year
AQR	0	0	0	0	One Year
Voya	0	0	0	0	One Year
MELLON INVESTMENTS Corp	0	0	0	0	One Year
PARAMETRIC PORTFOLIO ASSOCIATES LLC	0	0	0	0	One Year
VAN LANSCHOT KEMPEN INVESTMENT MANAGEMENT N.V.	0	0	0	0	One Year
T. Rowe Price	0	0	0	0	One Year
Boston Trust Walden Co	0	0	0	0	One Year

Showing the 25 largest of 196 asset managers. See all 196 in the interactive database.

4. Proposal No. 1: Election of Directors : Erik Gershwind

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,932,252AGAINST: 783,133

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 87% for, 1% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 99.9% of the shares they voted on this item FOR (20,445,195 for, 10,704 against).

FOR 99.8%

FOR: 20,445,195 (99.9%)AGAINST: 10,704 (0.1%)ABSTAIN: 12,555 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Erik Gershwind” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	285,008	57	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	213,367	0	For
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	157,375	5,500	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	129,327	0	For
AMG Funds IV	129,177	0	For
TIAA	116,688	0	For

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

5. Proposal No. 1: Election of Directors : Louise Goeser

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,662,345AGAINST: 1,077,733

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 86% for, 2% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 99.9% of the shares they voted on this item FOR (20,444,892 for, 11,007 against).

FOR 99.8%

FOR: 20,444,892 (99.9%)AGAINST: 11,007 (0.1%)ABSTAIN: 12,555 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Louise Goeser” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	285,008	57	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	213,367	0	For
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	157,375	5,500	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	129,327	0	For
AMG Funds IV	129,177	0	For
TIAA	116,688	0	For

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

6. Proposal No. 1: Election of Directors : Michael Kaufmann

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 49,446,452AGAINST: 290,898

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 88% for, 0.6% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 99.9% of the shares they voted on this item FOR (20,454,301 for, 1,598 against).

FOR 99.9%

FOR: 20,454,301 (99.9%)AGAINST: 1,598 (0.0%)ABSTAIN: 12,555 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Michael Kaufmann” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	285,032	33	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	213,367	0	For
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	162,875	0	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	129,327	0	For
AMG Funds IV	129,177	0	For
TIAA	116,688	0	For

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

7. Proposal No. 1: Election of Directors : Mitchell Jacobson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 48,539,775AGAINST: 1,191,452

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 86% for, 2% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 99.6% of the shares they voted on this item FOR (20,385,934 for, 69,965 against).

FOR 99.5%

FOR: 20,385,934 (99.6%)AGAINST: 69,965 (0.3%)ABSTAIN: 12,555 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Mitchell Jacobson” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	285,008	57	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	213,367	0	For
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	157,375	5,500	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	129,327	0	For
AMG Funds IV	129,177	0	For
TIAA	116,688	0	For

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

8. Proposal No. 1: Election of Directors : Philip Peller

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 46,965,027AGAINST: 2,770,564

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 83% for, 5% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 99% of the shares they voted on this item FOR (20,199,037 for, 256,862 against).

FOR 99%

FOR: 20,199,037 (98.7%)AGAINST: 256,862 (1.3%)ABSTAIN: 12,555 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Philip Peller” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	284,958	107	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	0	213,367	Against
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	157,375	5,500	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	129,327	0	For
AMG Funds IV	129,177	0	For
TIAA	116,688	0	For

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

9. Proposal No. 1: Election of Directors : Rahquel Purcell

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 48,115,840AGAINST: 1,599,640

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 85% for, 3% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 99% of the shares they voted on this item FOR (20,211,521 for, 244,378 against).

FOR 99%

FOR: 20,211,521 (98.7%)AGAINST: 244,378 (1.2%)ABSTAIN: 12,555 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Rahquel Purcell” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	284,982	83	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	0	213,367	Against
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	162,875	0	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	129,327	0	For
AMG Funds IV	129,177	0	For
TIAA	116,688	0	For

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

10. Proposal No. 1: Election of Directors : Rudina Seseri

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 48,127,001AGAINST: 1,604,453

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 85% for, 3% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 99% of the shares they voted on this item FOR (20,211,521 for, 244,302 against).

FOR 99%

FOR: 20,211,521 (98.7%)AGAINST: 244,302 (1.2%)ABSTAIN: 12,631 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Rudina Seseri” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	284,982	83	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	0	213,367	Against
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	162,875	0	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	129,327	0	For
AMG Funds IV	129,177	0	For
TIAA	116,688	0	For

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

11. Proposal No. 1: Election of Directors : Steven Paladino

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-01-24.

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 46,742,131AGAINST: 2,992,696

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 2024-01-24 (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. Of all 56,400,388 outstanding shares: 83% for, 5% against (88% of the company cast a for/against vote).

The 118 asset managers below cast 97% of the shares they voted on this item FOR (19,910,324 for, 545,575 against).

FOR 97%

FOR: 19,910,324 (97.3%)AGAINST: 545,575 (2.7%)ABSTAIN: 12,555 (0.1%)

Largest asset managers voting on “Proposal No. 1: Election of Directors : Steven Paladino” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
Charles Schwab	1,095,788	0	For
First Trust	864,025	0	For
Fidelity	807,656	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Pacer Funds Trust	491,689	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	284,975	90	For
John Hancock	218,966	0	For
BOSTON TRUST WALDEN FUNDS	0	213,367	Against
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Bridge Builder Trust	162,875	0	For
Voya	159,918	0	For
Royce	157,179	0	For
Jackson National	33,390	95,937	Against
AMG Funds IV	129,177	0	For
TIAA	0	116,688	Against

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

12. 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.

AUDIT-RELATED

Meeting held 2024-01-24.

99.9% fund support · no official result

FOR 99.9%

The 74 asset managers below cast 99.9% of the shares they voted on this item FOR (17,784,729 for, 1,075 against).

FOR: 17,784,729 (100.0%)AGAINST: 1,075 (0.0%)

Largest asset managers voting on “Proposal No. 2: Ratification of the Appointment of Independent Registered Public Accounting Firm To ratify the” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,255,503	0	For
BlackRock	3,658,087	0	For
American Century	1,340,753	0	For
First Trust	864,025	0	For
Fidelity	785,290	0	For
Capital Group	775,000	0	For
Dimensional	634,651	0	For
JANUS INVESTMENT FUND	554,212	0	For
Legg Mason	421,894	0	For
Invesco	298,922	0	For
State Street	285,041	24	For
BOSTON TRUST WALDEN FUNDS	213,367	0	For
Victory Capital	211,469	0	For
HENNESSY FUNDS TRUST	196,900	0	For
Investment Managers Series Trust III	193,539	0	For
Equitable	186,398	0	For
Voya	159,918	0	For
Royce	157,179	0	For
TIAA	116,688	0	For
Virtus	113,249	0	For
Guggenheim	102,413	0	For
Lincoln Financial	101,660	0	For
Columbia Threadneedle	89,314	0	For
Northwestern Mutual	87,623	0	For
Goldman Sachs	82,564	0	For

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

13. 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").

CORPORATE GOVERNANCE

Meeting held 2023-10-04; no official results are on file for this meeting.

98% fund support · no official result

FOR 98%

The 73 asset managers below cast 98% of the shares they voted on this item FOR (17,965,232 for, 307,081 against).

FOR: 17,965,232 (98.3%)AGAINST: 307,081 (1.7%)

Largest asset managers voting on “To adjourn the Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional pr” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,043,635	0	For
BlackRock	3,905,873	0	For
American Century	1,738,456	0	For
First Trust	970,504	0	For
JANUS INVESTMENT FUND	811,902	0	For
Fidelity	756,176	0	For
Capital Group	675,000	0	For
Dimensional	573,986	0	For
Legg Mason	427,403	0	For
State Street	0	279,310	Against
Victory Capital	230,402	0	For
Equitable	213,374	0	For
Investment Managers Series Trust III	191,909	0	For
Invesco	182,320	0	For
BOSTON TRUST WALDEN FUNDS	179,601	0	For
Guggenheim	158,633	0	For
Voya	157,679	0	For
Virtus	118,741	0	For
TIAA	117,364	0	For
Lincoln Financial	98,760	17,421	For
Royce	114,632	0	For
Northwestern Mutual	113,757	0	For
Columbia Threadneedle	93,366	0	For
AMERICAN BEACON FUNDS	83,104	0	For
AIG/SunAmerica	82,087	0	For

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

14. 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 p

CORPORATE GOVERNANCE

Meeting held 2023-10-04; no official results are on file for this meeting.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 73 asset managers below cast 100% of the shares they voted on this item FOR (18,272,313 for, 0 against).

FOR: 18,272,313 (100.0%)

Largest asset managers voting on “To approve and adopt the provisions of the Restated Certificate of Incorporation (i) to amend the requisite sh” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,043,635	For
BlackRock	3,905,873	For
American Century	1,738,456	For
First Trust	970,504	For
JANUS INVESTMENT FUND	811,902	For
Fidelity	756,176	For
Capital Group	675,000	For
Dimensional	573,986	For
Legg Mason	427,403	For
State Street	279,310	For
Victory Capital	230,402	For
Equitable	213,374	For
Investment Managers Series Trust III	191,909	For
Invesco	182,320	For
BOSTON TRUST WALDEN FUNDS	179,601	For
Guggenheim	158,633	For
Voya	157,679	For
Virtus	118,741	For
TIAA	117,364	For
Lincoln Financial	116,181	For
Royce	114,632	For
Northwestern Mutual	113,757	For
Columbia Threadneedle	93,366	For
AMERICAN BEACON FUNDS	83,104	For
AIG/SunAmerica	82,087	For

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

15. 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");

CAPITAL STRUCTURE

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 100%

The 73 asset managers below cast 100% of the shares they voted on this item FOR (18,272,313 for, 0 against).

FOR: 18,272,313 (100.0%)

Largest asset managers voting on “To approve and adopt the provisions of the Restated Certificate of Incorporation and the related transactions ” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,043,635	For
BlackRock	3,905,873	For
American Century	1,738,456	For
First Trust	970,504	For
JANUS INVESTMENT FUND	811,902	For
Fidelity	756,176	For
Capital Group	675,000	For
Dimensional	573,986	For
Legg Mason	427,403	For
State Street	279,310	For
Victory Capital	230,402	For
Equitable	213,374	For
Investment Managers Series Trust III	191,909	For
Invesco	182,320	For
BOSTON TRUST WALDEN FUNDS	179,601	For
Guggenheim	158,633	For
Voya	157,679	For
Virtus	118,741	For
TIAA	117,364	For
Lincoln Financial	116,181	For
Royce	114,632	For
Northwestern Mutual	113,757	For
Columbia Threadneedle	93,366	For
AMERICAN BEACON FUNDS	83,104	For
AIG/SunAmerica	82,087	For

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

16. 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 elect

CORPORATE GOVERNANCE

Meeting held 2023-10-04; no official results are on file for this meeting.

Combines 4 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 73 asset managers below cast 100% of the shares they voted on this item FOR (18,272,313 for, 0 against).

FOR: 18,272,313 (100.0%)

Largest asset managers voting on “To approve and adopt the provisions of the Restated Certificate of Incorporation to provide that (i) in any el” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,043,635	For
BlackRock	3,905,873	For
American Century	1,738,456	For
First Trust	970,504	For
JANUS INVESTMENT FUND	811,902	For
Fidelity	756,176	For
Capital Group	675,000	For
Dimensional	573,986	For
Legg Mason	427,403	For
State Street	279,310	For
Victory Capital	230,402	For
Equitable	213,374	For
Investment Managers Series Trust III	191,909	For
Invesco	182,320	For
BOSTON TRUST WALDEN FUNDS	179,601	For
Guggenheim	158,633	For
Voya	157,679	For
Virtus	118,741	For
TIAA	117,364	For
Lincoln Financial	116,181	For
Royce	114,632	For
Northwestern Mutual	113,757	For
Columbia Threadneedle	93,366	For
AMERICAN BEACON FUNDS	83,104	For
AIG/SunAmerica	82,087	For

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

17. 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

AUDIT-RELATED

Meeting held 2024-01-24.

Combines 3 wordings of this item as funds reported it.

99.7% fund support · no official result

FOR 99.3%

The 46 asset managers below cast 99.7% of the shares they voted on this item FOR (2,635,067 for, 5,700 against).

FOR: 2,635,067 (99.4%)AGAINST: 5,700 (0.2%)ABSTAIN: 10,358 (0.4%)

Largest asset managers voting on “Ratification of the Appointment of Independent Registered Public Accounting Firm To ratify the appointment of ” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Charles Schwab	1,095,788	0	0	For
Pacer Funds Trust	491,689	0	0	For
John Hancock	218,966	0	0	For
Bridge Builder Trust	162,875	0	0	For
Jackson National	129,327	0	0	For
AMG Funds IV	129,177	0	0	For
JPMorgan	95,672	0	0	For
Principal	52,122	0	0	For
ETF Series Solutions	44,424	0	0	For
SEI	43,017	0	0	For
Mercer Funds	26,870	0	0	For
Allianz	22,850	0	0	For
Fidelity	22,366	0	0	For
LEUTHOLD FUNDS INC	11,942	0	0	For
Brighthouse	0	755	10,358	Abstain
RBC FUNDS TRUST	10,431	0	0	For
Gabelli	10,300	0	0	For
Tidal ETF Trust	9,335	0	0	For
RBB FUND, INC.	8,736	0	0	For
Federated Hermes	8,686	0	0	For
Global X	8,637	0	0	For
WILLIAMSBURG INVESTMENT TRUST	5,000	0	0	For
Russell Investments	4,783	0	0	For
Krane Shares Trust	0	4,545	0	Against
Lincoln Financial	4,286	0	0	For

Showing the 25 largest of 46 asset managers. See all 46 in the interactive database.

18. 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.

OTHER

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 100%

The 45 asset managers below cast 100% of the shares they voted on this item FOR (2,438,161 for, 0 against).

FOR: 2,438,161 (100.0%)

Largest asset managers voting on “APPROVAL OF THE MAJORITY VOTING PROPOSAL: TO APPROVE AND ADOPT THE PROVISIONS OF THE RESTATED CERTIFICATE OF I” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Charles Schwab	1,044,122	For
Pacer Funds Trust	381,226	For
John Hancock	222,244	For
Jackson National	132,627	For
AMG Funds IV	129,177	For
Bridge Builder Trust	112,448	For
JPMorgan	72,523	For
SEI	69,435	For
Principal	36,184	For
Fidelity	26,466	For
Allianz	24,253	For
ETF Series Solutions	23,533	For
Absolute Shares Trust	22,764	For
Mercer Funds	17,274	For
Brighthouse	12,713	For
LEUTHOLD FUNDS INC	12,027	For
Gabelli	10,300	For
RBC FUNDS TRUST	9,121	For
Tidal ETF Trust	8,892	For
GPS Funds I	8,815	For
RBB FUND, INC.	8,736	For
Guardian Variable Products Trust	8,457	For
Amplify ETF Trust	8,040	For
Lincoln Financial	5,116	For
WILLIAMSBURG INVESTMENT TRUST	5,000	For

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

19. APPROVAL OF THE RECLASSIFICATION PROPOSAL: TO APPROVE AND ADOPT PROVISIONS OF THE RESTATED CERTIFICATE OF INCORPORATION THAT WILL EFFECTUATE THE RECLASSIFICATION PROPOSAL DESCRIBED IN THE PROXY STATEMENT.

OTHER

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 99.4%

The 45 asset managers below cast 100% of the shares they voted on this item FOR (2,425,449 for, 0 against).

FOR: 2,425,449 (99.5%)ABSTAIN: 12,712 (0.5%)

Largest asset managers voting on “APPROVAL OF THE RECLASSIFICATION PROPOSAL: TO APPROVE AND ADOPT PROVISIONS OF THE RESTATED CERTIFICATE OF INCO” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Abstain	Vote
Charles Schwab	1,044,122	0	For
Pacer Funds Trust	381,226	0	For
John Hancock	222,244	0	For
Jackson National	132,627	0	For
AMG Funds IV	129,177	0	For
Bridge Builder Trust	112,448	0	For
JPMorgan	72,523	0	For
SEI	69,435	0	For
Principal	36,184	0	For
Fidelity	26,466	0	For
Allianz	24,253	0	For
ETF Series Solutions	23,533	0	For
Absolute Shares Trust	22,764	0	For
Mercer Funds	17,274	0	For
Brighthouse	1	12,712	Abstain
LEUTHOLD FUNDS INC	12,027	0	For
Gabelli	10,300	0	For
RBC FUNDS TRUST	9,121	0	For
Tidal ETF Trust	8,892	0	For
GPS Funds I	8,815	0	For
RBB FUND, INC.	8,736	0	For
Guardian Variable Products Trust	8,457	0	For
Amplify ETF Trust	8,040	0	For
Lincoln Financial	5,116	0	For
WILLIAMSBURG INVESTMENT TRUST	5,000	0	For

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

20. 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.

OTHER

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 100%

The 45 asset managers below cast 100% of the shares they voted on this item FOR (2,438,161 for, 0 against).

FOR: 2,438,161 (100.0%)

Largest asset managers voting on “APPROVAL OF THE VOTING STANDARD AMENDMENT PROPOSAL: TO APPROVE AND ADOPT PROVISIONS OF THE RESTATED CERTIFICAT” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Charles Schwab	1,044,122	For
Pacer Funds Trust	381,226	For
John Hancock	222,244	For
Jackson National	132,627	For
AMG Funds IV	129,177	For
Bridge Builder Trust	112,448	For
JPMorgan	72,523	For
SEI	69,435	For
Principal	36,184	For
Fidelity	26,466	For
Allianz	24,253	For
ETF Series Solutions	23,533	For
Absolute Shares Trust	22,764	For
Mercer Funds	17,274	For
Brighthouse	12,713	For
LEUTHOLD FUNDS INC	12,027	For
Gabelli	10,300	For
RBC FUNDS TRUST	9,121	For
Tidal ETF Trust	8,892	For
GPS Funds I	8,815	For
RBB FUND, INC.	8,736	For
Guardian Variable Products Trust	8,457	For
Amplify ETF Trust	8,040	For
Lincoln Financial	5,116	For
WILLIAMSBURG INVESTMENT TRUST	5,000	For

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

21. 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.

CORPORATE GOVERNANCE

Meeting held 2023-10-04; no official results are on file for this meeting.

99.7% fund support · no official result

FOR 99.2%

The 45 asset managers below cast 99.7% of the shares they voted on this item FOR (2,419,853 for, 5,596 against).

FOR: 2,419,853 (99.2%)AGAINST: 5,596 (0.2%)ABSTAIN: 12,712 (0.5%)

Largest asset managers voting on “THE ADJOURNMENT PROPOSAL: TO ADJOURN THE SPECIAL MEETING TO A LATER DATE OR DATES, IF NECESSARY OR APPROPRIATE” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
Charles Schwab	1,044,122	0	0	For
Pacer Funds Trust	381,226	0	0	For
John Hancock	222,244	0	0	For
Jackson National	132,627	0	0	For
AMG Funds IV	129,177	0	0	For
Bridge Builder Trust	112,448	0	0	For
JPMorgan	72,523	0	0	For
SEI	63,839	5,596	0	For
Principal	36,184	0	0	For
Fidelity	26,466	0	0	For
Allianz	24,253	0	0	For
ETF Series Solutions	23,533	0	0	For
Absolute Shares Trust	22,764	0	0	For
Mercer Funds	17,274	0	0	For
Brighthouse	1	0	12,712	Abstain
LEUTHOLD FUNDS INC	12,027	0	0	For
Gabelli	10,300	0	0	For
RBC FUNDS TRUST	9,121	0	0	For
Tidal ETF Trust	8,892	0	0	For
GPS Funds I	8,815	0	0	For
RBB FUND, INC.	8,736	0	0	For
Guardian Variable Products Trust	8,457	0	0	For
Amplify ETF Trust	8,040	0	0	For
Lincoln Financial	5,116	0	0	For
WILLIAMSBURG INVESTMENT TRUST	5,000	0	0	For

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

22. ADVISORY VOTE ON SAY ON PAY FREQUENCY

SECTION 14A SAY-ON-PAY VOTESOutcome not stated

Meeting held 2024-01-24.

Combines 5 wordings of this item as funds reported it.

— Outcome not stated · no against or withheld count reported

MSC INDUSTRIAL DIRECT CO. INC.’s own tally for this item (“Advisory vote on the frequency of future advisory votes to approve the compensation of the Company's named executive officers :”): 48,614,878 for; no against or withheld count reported, per its Form 8-K filed 2024-01-24 (Item 5.07).

The 19 asset managers below cast 0.1% of the shares they voted on this item FOR (73 for, 80,190 against).

AGAINST 32%ONE YEAR 62%

FOR: 73 (0.0%)AGAINST: 80,190 (32.0%)ONE YEAR: 154,537 (61.6%)1: 9,225 (3.7%)1 YEAR: 5,941 (2.4%)UNKNOWN: 770 (0.3%)3 YEARS: 125 (0.0%)

Largest asset managers voting on “ADVISORY VOTE ON SAY ON PAY FREQUENCY” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
JPMorgan	0	0	One Year
MILLER HOWARD INVESTMENTS INC /NY	0	80,190	Against
Empower	0	0	One Year
Convergence Investment Partners, LLC	0	0	1
TD ASSET MANAGEMENT INC	0	0	One Year
TIMOTHY PLAN	0	0	1 Year
Dorsey Wright & Associates	0	0	One Year
APG Asset Management US Inc.	0	0	One Year
Virtus	0	0	One Year
USCF ETF Trust	0	0	One Year
Fractal Investments LLC	0	0	Unknown
GRIMES & COMPANY, INC.	0	0	1 Year
CIDEL ASSET MANAGEMENT INC	0	0	One Year
Advisors' Inner Circle Fund III	0	0	One Year
TOWNSEND ASSET MANAGEMENT CORP /NC/ /ADV	0	0	3 Years
Warren Street Wealth Advisors, LLC	73	0	For
Northern Lights Fund Trust	0	0	One Year
Baker Avenue Asset Management, LP	0	0	--
Trivant Custom Portfolio Group, LLC	0	0	--

23. ADVISORY VOTE TO RATIFY NAMED EXECUTIVE OFFICERS' COMPENSATION

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-24.

67% fund support · no official result

FOR 67%AGAINST 33%

The 16 asset managers below cast 67% of the shares they voted on this item FOR (167,208 for, 82,385 against).

FOR: 167,208 (66.8%)AGAINST: 82,385 (32.9%)UNKNOWN: 770 (0.3%)

Largest asset managers voting on “ADVISORY VOTE TO RATIFY NAMED EXECUTIVE OFFICERS' COMPENSATION” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Vote
JPMorgan	116,913	0	For
MILLER HOWARD INVESTMENTS INC /NY	0	80,190	Against
Empower	22,020	0	For
Convergence Investment Partners, LLC	9,225	0	For
TD ASSET MANAGEMENT INC	6,935	0	For
TIMOTHY PLAN	5,336	0	For
Dorsey Wright & Associates	2,264	0	For
APG Asset Management US Inc.	0	2,195	Against
Virtus	1,903	0	For
USCF ETF Trust	1,489	0	For
Fractal Investments LLC	0	0	Unknown
CIDEL ASSET MANAGEMENT INC	440	0	For
Advisors' Inner Circle Fund III	354	0	For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma	256	0	For
Warren Street Wealth Advisors, LLC	73	0	For
Trivant Custom Portfolio Group, LLC	0	0	--

24. RATIFY ERNST & YOUNG LLP AS AUDITORS

AUDIT-RELATED

Meeting held 2024-01-24.

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (29,272 for, 0 against).

FOR: 29,272 (100.0%)

Largest asset managers voting on “RATIFY ERNST & YOUNG LLP AS AUDITORS” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Empower	22,020	For
TIMOTHY PLAN	5,336	For
USCF ETF Trust	1,489	For
Advisors' Inner Circle Fund III	354	For
Warren Street Wealth Advisors, LLC	73	For

25. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-24.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (823 for, 0 against).

FOR: 823 (100.0%)

Largest asset managers voting on “14A Executive Compensation” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
GRIMES & COMPANY, INC.	605	For
TOWNSEND ASSET MANAGEMENT CORP /NC/ /ADV	125	For
Baker Avenue Asset Management, LP	93	For

26. ADJOURN MEETING

CORPORATE GOVERNANCE

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (31,237 for, 0 against).

FOR: 31,237 (100.0%)

Largest asset managers voting on “ADJOURN MEETING” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Empower	24,019	For
TIMOTHY PLAN	5,729	For
USCF ETF Trust	1,489	For

27. ADOPT MAJORITY VOTING FOR UNCONTESTED ELECTION OF DIRECTORS

OTHER

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (31,237 for, 0 against).

FOR: 31,237 (100.0%)

Largest asset managers voting on “ADOPT MAJORITY VOTING FOR UNCONTESTED ELECTION OF DIRECTORS” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Empower	24,019	For
TIMOTHY PLAN	5,729	For
USCF ETF Trust	1,489	For

28. APPROVE RECLASSIFICATION OF SHARES

OTHER

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (31,237 for, 0 against).

FOR: 31,237 (100.0%)

Largest asset managers voting on “APPROVE RECLASSIFICATION OF SHARES” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Empower	24,019	For
TIMOTHY PLAN	5,729	For
USCF ETF Trust	1,489	For

29. ELIMINATE SUPERMAJORITY VOTE REQUIREMENT

OTHER

Meeting held 2023-10-04; no official results are on file for this meeting.

100% fund support · no official result

FOR 100%

The 3 asset managers below cast 100% of the shares they voted on this item FOR (31,237 for, 0 against).

FOR: 31,237 (100.0%)

Largest asset managers voting on “ELIMINATE SUPERMAJORITY VOTE REQUIREMENT” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Vote
Empower	24,019	For
TIMOTHY PLAN	5,729	For
USCF ETF Trust	1,489	For

30. To vote on an advisory basis on the frequency of future advisory votes to approve the compensation of MSCs named executive officers

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-24.

— fund support · no official result

ONE YEAR 99.4%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 12,490 (99.4%)1 YEAR: 70 (0.6%)

Largest asset managers voting on “To vote on an advisory basis on the frequency of future advisory votes to approve the compensation of MSCs nam” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Janney Montgomery Scott LLC	0	0	0	0	One Year
TIEMANN INVESTMENT ADVISORS, LLC	0	0	0	0	1 Year

31. To approve on an advisroy basis, the compensation of MSC's named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-24.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (30,850 for, 0 against).

FOR: 30,850 (100.0%)

Largest asset managers voting on “To approve on an advisroy basis, the compensation of MSC's named executive officers.” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Orion Porfolio Solutions, LLC	15,425	0	0	0	For
Orion Portfolio Solutions, LLC	15,425	0	0	0	For

32. To vote, on an advisory basis, on the frequency of future advisroy votes to approve the compensation of MSC's named executive officers.

SECTION 14A SAY-ON-PAY VOTES

Meeting held 2024-01-24.

— fund support · no official result

ONE YEAR 100%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ONE YEAR: 30,850 (100.0%)

Largest asset managers voting on “To vote, on an advisory basis, on the frequency of future advisroy votes to approve the compensation of MSC's ” at MSC INDUSTRIAL DIRECT CO. INC., 2023-2024
Asset manager	For	Against	Abstain	Withheld	Vote
Orion Porfolio Solutions, LLC	0	0	0	0	One Year
Orion Portfolio Solutions, LLC	0	0	0	0	One Year

Largest MSC INDUSTRIAL DIRECT CO. INC. shareholders voting in 2023-2024

Ranked by the number of MSC INDUSTRIAL DIRECT CO. INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 56,400,388 shares outstanding at the time of that meeting.

Top MSC INDUSTRIAL DIRECT CO. INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	9.43%
2	BlackRock	8.57%
3	American Century	5.08%
4	Charles Schwab	3.89%
5	State Street	2.66%
6	GEODE CAPITAL MANAGEMENT, LLC	1.73%
7	Epoch Investment Partners, Inc.	1.71%
8	Fidelity	1.63%
9	First Trust	1.54%
10	Dimensional	1.38%

Reported MSC INDUSTRIAL DIRECT CO. INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

MSC INDUSTRIAL DIRECT CO. INC. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Mitchell Jacobson	14.17%	DEF14A
BlackRock	9.33%	13F
Vanguard Group	7.89%	13F
American Century Investment Management, Inc.	6.04%	13G
Erik Gershwind	3.80%	DEF14A
State Street	2.48%	13F
Charles Schwab	2.47%	13F
Geode Capital	1.96%	13F
Dimensional Fund Advisors	1.56%	13F
Invesco	1.37%	13F

Percentages above are of 56,400,388 shares outstanding, as reported by MSC INDUSTRIAL DIRECT CO. INC. on its Form 10-Q dated 2023-12-20 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from MSC INDUSTRIAL DIRECT CO. INC.’s 10-Q dated 2023-12-20. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At MSC INDUSTRIAL DIRECT CO. INC.'s 2 shareholder meetings in the 2023-2024 proxy season (held 2023-10-04 and 2024-01-24), 441 asset managers reported how they voted in their SEC Form N-PX filings, covering 8,202 separate fund positions. Their filings are grouped here into 32 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item of the season, voted at the meeting held 2024-01-24 — Advisory Vote to Approve Named Executive Officer Compensation To approve, on an advisory basis… — FOR was 99% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: MSC INDUSTRIAL DIRECT CO. INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2024-01-24.

MSC INDUSTRIAL DIRECT CO. INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.