UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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): December 19. 2019

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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))



Securities registered pursuant to Section 12(b) of the Act:







Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).



Emerging growth company☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐







(b) and (c)  On December 19, 2019, Rustom Jilla, Executive Vice President and Chief Financial Officer of MSC Industrial Direct Co., Inc. (the “Company”) notified the Company of his decision to resign from his position effective January 17, 2020.  Mr. Jilla’s departure is not the result of any disagreement with the Company on any matter.  Greg Clark, age 51, has been appointed interim Chief Financial Officer effective following Mr. Jilla’s departure.  The Company will conduct a comprehensive search to identify a permanent Chief Financial Officer.

Mr. Clark has served as the Company’s Vice President of Finance and Corporate Controller since April 2018.  Previously, he served as Senior Director of Finance from September 2012 to April 2018.  Prior to that, Mr. Clark held various positions of increasing responsibility at the Company in finance since joining the Company in 2003.  No plan, award under any plan, contract or arrangement was entered into in connection with Mr. Clark’s appointment to serve as interim Chief Financial Officer.  There is no arrangement or understanding between Mr. Clark and any other person pursuant to which he was appointed as interim Chief Financial Officer.



On December 19, 2019, the Company issued a press release regarding Mr. Jilla’s resignation and Mr. Clark’s appointment.  A copy of the press release is attached as Exhibit 99.1 and is incorporated by reference herein.

The information in Item 7.01 of this Current Report on Form 8 K and the Exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.







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.