UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

 

Check the appropriate box:

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)

Payment of Filing Fee (Check the appropriate box):

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75 Maxess Road
Melville, New York 11747

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

To the shareholders of MSC Industrial Direct Co., Inc.:

NOTICE IS HEREBY GIVEN that the annual meeting of shareholders of MSC Industrial Direct Co., Inc., a New York corporation, will be held on January 15, 2015 at 9:00 a.m., local time, at the Hilton Long Island/Huntington, 598 Broad Hollow Road, Melville, New York 11747, for the following purposes:

Only shareholders of record at the close of business on November 26, 2014 are entitled to vote at the annual meeting and any adjournments or postponements thereof.

All shareholders are cordially invited to attend the annual meeting. However, to assure your representation at the annual meeting, you are urged to vote on the Internet, by telephone or by completing, signing and dating the enclosed proxy card as promptly as possible, and returning it in the postage-paid envelope provided. Any shareholder attending the annual meeting may vote in person even if he or she has already voted on the Internet, by telephone or by returning a proxy.

By Order of the Board of Directors,

Steve Armstrong
Senior Vice President, General Counsel and
Corporate Secretary

Melville, New York
December 5, 2014

IMPORTANT:

The prompt return of proxies will ensure that your shares will be voted. A self-addressed envelope is enclosed for your convenience. No postage is required if mailed within the United States.

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE SHAREHOLDERS MEETING TO BE HELD ON JANUARY 15, 2015.

Our Proxy Statement and Annual Report are available online at:
https://materials.proxyvote.com/553530

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		Page #
2014 PROXY STATEMENT SUMMARY			iii
Annual Meeting			iii
Meeting Agenda and Voting Matters			iii
Board Nominees			iv
Corporate Governance Highlights			iv
Fiscal Year 2014 Company Performance			v
Fiscal Year 2014 Compensation Decisions			v
Compensation Summary			vi
Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal No. 2)			vii
Advisory Vote on Executive Compensation (Proposal No. 3)			vii
Approval of our 2015 Omnibus Incentive Plan (Proposal No. 4)			vii
Approval of the Amendment and Restatement of our Associate Stock Purchase Plan (Proposal No. 5)			vii
INFORMATION ABOUT THE MEETING			1
ELECTION OF DIRECTORS (PROPOSAL NO. 1)			5
Qualifications of Nominees			5
2014 Nominees for Director			6
Director Qualifications			9
CORPORATE GOVERNANCE			10
Director Independence			10
Board Meetings and Attendance			10
Board Committees			11
Board Leadership Structure; Executive Sessions of the Independent Directors			14
Role of the Board in Risk Oversight			15
Corporate Governance Guidelines			15
Director Attendance at Shareholder Meetings			15
Non-Employee Director Stock Ownership Guidelines			16
Code of Ethics and Code of Business Conduct			16
Shareholder Communications Policy			16
Section 16(a) Beneficial Ownership Reporting Compliance			16
EXECUTIVE OFFICERS			17
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (PROPOSAL NO. 2)			19
Principal Accountant Fees and Services			19
Audit Committee Pre-Approval Policy			20
AUDIT COMMITTEE REPORT			21
COMPENSATION DISCUSSION AND ANALYSIS			23
COMPENSATION RISK ASSESSMENT			42

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		Page #
COMPENSATION COMMITTEE REPORT			43
EXECUTIVE COMPENSATION			44
Summary Compensation Table			44
Fiscal Year 2014 All Other Compensation			45
Fiscal Year 2014 Grants of Plan-Based Awards			46
Equity Awards Granted in the First Quarter of Fiscal Year 2015			48
Outstanding Equity Awards at 2014 Fiscal Year-End Table			49
Fiscal Year 2014 Option Exercises and Stock Vested			50
Pension Benefits and Nonqualified Deferred Compensation			51
Potential Payments Upon Termination or Change in Control			51
Potential Payments Upon Termination or Change in Control Table as of August 29, 2014			53
ADVISORY VOTE ON EXECUTIVE COMPENSATION (PROPOSAL NO. 3)			56
APPROVAL OF THE 2015 OMNIBUS INCENTIVE PLAN (PROPOSAL NO. 4)			57
EQUITY COMPENSATION PLAN INFORMATION			67
APPROVAL OF THE AMENDMENT AND RESTATEMENT OF OUR ASSOCIATE STOCK PURCHASE PLAN (PROPOSAL NO. 5)			68
DIRECTOR COMPENSATION			73
Fiscal Year 2014 Compensation			73
Changes in 2015 Compensation			74
Non-Executive Director Summary Compensation in Fiscal Year 2014			75
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			76
Written Related Person Transactions Policy			76
Related Person Transactions			76
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			78
Security Ownership of Certain Beneficial Owners			78
Security Ownership of Management			81
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING			83
OTHER MATTERS			83
APPENDIX A — 2015 Omnibus Incentive Plan			A-1
APPENDIX B — Amended and Restated Associate Stock Purchase Plan			B-1

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75 Maxess Road
Melville, New York 11747
 
2014 PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in our proxy statement. This summary does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Annual Meeting

Date and Time		9:00 a.m., January 15, 2015
Location		The Hilton Long Island/Huntington, 598 Broad Hollow Road, Melville, New York 11747
Record Date		November 26, 2014
Voting		Record and beneficial shareholders as of the record date are entitled to vote. Holders of our Class A common stock and our Class B common stock vote together as a single class, with each holder of Class A common stock entitled to one vote per share of Class A common stock and each holder of Class B common stock entitled to ten votes per share of Class B common stock.

Meeting Agenda and Voting Matters

Proposal		Board Voting Recommendation				Page Reference (for more detail)
Election of eight directors			FOR EACH NOMINEE				Page 5
Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2015			FOR				Page 19
Advisory vote to approve the compensation of our named executive officers			FOR				Page 56
Approval of the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan			FOR				Page 57
Approval of the amendment and restatement of the MSC Industrial Direct Co., Inc. Associate Stock Purchase Plan			FOR				Page 68

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Board Nominees

Name

Age

Director Since

Principal Occupation

Independent

Committee Memberships

AC

CC

N&CG

Jonathan Byrnes

66

2010

Senior Lecturer at Massachusetts Institute of Technology

ü

ü

ü

ü

Roger Fradin

61

1998

Vice Chairman of Honeywell International Inc.

ü

ü

ü

ü

Erik Gershwind

43

2010

President and Chief Executive Officer of the company

Louise Goeser

61

2009

President and Chief Executive Officer of Grupo Siemens S.A. de C.V.

ü

ü

ü

üC

Mitchell Jacobson (Board Chair)

63

1995

Non-executive Chairman of the Board of Directors of the company

Denis Kelly

65

1996

Managing Partner of Scura Paley LLC

ü

ü

üC

ü

Philip Peller (Lead Director)

75

2000

Independent Director; Retired Partner of Arthur Andersen LLP

ü

üC

ü

ü

David Sandler

57

1999

Executive Vice Chairman of the Board of Directors of the company

Corporate Governance Highlights

Independence		• 5 out of our 8 director nominees are independent.
		• The independent directors regularly meet in private executive sessions without management.
		• We have an independent Lead Director, who serves as the presiding director at the executive sessions of the independent directors.
		• All committees of our Board of Directors (referred to in this proxy statement as the Board) are composed exclusively of independent directors.
Board Oversight of Risk Management		• The Board is responsible for the oversight of the company’s risk management and reviews our major financial, operational, compliance, reputational and strategic risks, including steps to monitor, manage and mitigate such risks.
		• Each Board committee is responsible for oversight of risk management practices for categories of risks relevant to its functions.

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Stock Ownership Requirements		• Our independent directors must own at least $210,000 of our common stock within five years of joining the Board.
		• Our Non-executive Chairman, Executive Vice Chairman and Chief Executive Officer must own at least 6 times such individual’s annual salary in our common stock.
		• Within five years of attaining the position, each of our Executive Vice Presidents must own at least three times his or her annual base salary in our common stock, each of our Senior Vice Presidents must own at least two times his or her annual base salary in our common stock and each of our Vice Presidents must own at least one times his or her annual base salary in our common stock.
Board Practices and Accountability		• Our Board and each Board committee conduct annual assessments of their effectiveness as a group.
		• All directors stand for election annually.
Other Corporate Governance Practices		• In the event of a significant restatement of financial results, the Board may recoup cash incentive bonuses and equity awards granted to our executive officers.
		• Company management has in the past engaged in a wide-ranging dialogue with our major institutional investors and is committed to continuing this dialogue in the future.

Fiscal Year 2014 Company Performance

In fiscal year 2014, we successfully executed on our strategic plan, which focused on investment in infrastructure and strategic growth spending, building a foundation for long-term growth as our industry consolidates and as the economy continues to recover. Sales growth in our base business improved steadily throughout fiscal 2014, and we completed the integration of our Class C Solutions Group business which we acquired in April 2013, positioning our company for strong top-line growth in fiscal 2015. In addition, we have been growing our business in value-added, high retention channels through offerings in metalworking, Class C, e-Commerce, vending and overall inventory management solutions. At the same time, we offset some of the challenges related to gross margin with strong expense management.

Net sales increased 13.4% to $2.79 billion from $2.46 billion in fiscal 2013. Operating income in fiscal 2014 was $383.2 million, representing a decrease of 0.6% from operating income of $385.5 million in fiscal 2013. Our operating income was impacted by our growth investments as well as by $11.8 million of non-recurring integration and restructuring costs associated with the Class C Solutions Group acquisition, $3.0 million in executive separation costs and $2.6 million of non-recurring operating expenses related to the establishment of our co-located headquarters in Davidson, North Carolina. Diluted earnings per share increased 0.3% to $3.76 from $3.75 in fiscal 2013.

Fiscal Year 2014 Compensation Decisions

Consistent with our pay-for-performance compensation philosophy, the Compensation Committee of our Board took the following key actions with respect to the compensation of the named executive officers for fiscal 2014. Please see “Compensation Discussion and Analysis” on page 23 of this proxy statement:

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Compensation Summary

The following table shows the compensation for the following individuals for the fiscal years ended August 30, 2014 and August 31, 2013. For an explanation of the amounts in the table below, see “Summary Compensation Table” on page 44 of this proxy statement.

Name and Principal Position		Year				Salary ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
Erik Gershwind			2014				648,491				499,962				679,987				666,400				19,758				2,514,598
President and Chief Executive Officer			2013				547,500				269,991				479,999				200,000				18,930				1,516,420
David Sandler			2014				775,030				—				—				—				270,046				1,045,076
Executive Vice Chairman			2013				780,192				—				—				—				350,852				1,131,044
Jeffrey Kaczka			2014				423,664				249,940				349,993				196,000				21,152				1,240,749
Executive Vice President and Chief Financial Officer			2013				415,359				199,975				349,987				52,242				20,687				1,038,250
Douglas Jones			2014				368,670				199,985				349,993				158,303				18,230				1,095,181
Executive Vice President, Chief Supply Chain Officer			2013				361,439				199,975				349,987				49,248				97,239				1,057,888
Thomas Cox(1)			2014				355,159				199,985				299,989				167,927				11,796				1,034,856
Former Executive Vice President, Sales			2013				348,192				259,989				472,819				52,242				11,290				1,144,532
Eileen McGuire(2)			2014				205,584				1,209,772				735,351				—				530,740				2,681,447
Former Executive Vice President, Human Resources			2013				323,317				259,989				240,000				49,248				65,997				938,551

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Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal No. 2)

Our Audit Committee has appointed the firm of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2015. Our Board considers it desirable for shareholders to pass upon the selection of the independent registered public accounting firm. Our Board recommends that you vote “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2015. Please see “Ratification of Appointment of Independent Registered Public Accounting Firm (Proposal No. 2)” on page 19 of this proxy statement.

Advisory Vote on Executive Compensation (Proposal No. 3)

As required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, we are providing our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the SEC. This vote is advisory, which means that this vote on executive compensation is not binding on the company, our Board or our Compensation Committee. Based on company and individual performance, our Compensation Committee believes that compensation levels for fiscal year 2014 were appropriate and consistent with the philosophy and objectives of the company’s compensation programs. Our Board recommends that you vote “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement. Please see “Advisory Vote on Executive Compensation (Proposal No. 3)” on page 56 of this proxy statement.

Approval of our 2015 Omnibus Incentive Plan (Proposal No. 4)

Our Board, upon the recommendation of our Compensation Committee, adopted, subject to shareholder approval, the MSC Industrial Direct Co., Inc. 2015 Omnibus Incentive Plan (referred to in this proxy statement as the 2015 Omnibus Plan). The 2015 Omnibus Plan, if approved by our shareholders, will become effective upon such approval and will replace our existing 2005 Omnibus Incentive Plan (referred to in this proxy statement as the Prior Plan). The purpose of the 2015 Omnibus Plan is to attract and retain highly qualified associates, non-executive directors and consultants, promote the growth and success of the company’s business by providing incentives to such individuals for outstanding performance, and align the long-term interests of associates and non-executive directors with those of our shareholders. If the 2015 Omnibus Plan is approved by our shareholders, subject to adjustment in accordance with the 2015 Omnibus Plan, the maximum aggregate number of shares of our Class A common stock that may be issued under the 2015 Omnibus Plan will be 6,000,000 shares, minus (i) three (3.0) shares for each share subject to a full value award granted under the Prior Plan after August 30, 2014 and (ii) one (1.0) share for each share subject to an award, other than a full value award, granted under the Prior Plan after August 30, 2014. Our Board recommends that you vote “FOR” the approval of the 2015 Omnibus Plan. Please see “Approval of the 2015 Omnibus Incentive Plan (Proposal No. 4)” on page 57 of this proxy statement.

Approval of the Amendment and Restatement of our Associate Stock Purchase Plan (Proposal No. 5)

Our Board adopted, subject to shareholder approval, an amendment and restatement of our Associate Stock Purchase Plan (referred to in this proxy statement as the Stock Purchase Plan) to (i) increase the number of shares available for sale thereunder by 350,000 shares of our Class A common stock to an aggregate of 1,500,000 shares of our Class A common stock and (ii) extend the term of the plan by an additional six years, through October 31, 2024. As of November 26, 2014, only 4,288 shares of our Class A common stock were available for future sale under the Stock Purchase Plan. Our Compensation Committee, in consultation with our Board and senior management, believes that the ability of our associates to purchase shares of our Class A common stock under the Stock Purchase Plan helps achieve our short and long-term compensation objectives and that the amendment and restatement is necessary to ensure that we will have a sufficient reserve of our Class A common stock available under the Stock Purchase Plan. Our Board recommends that you vote “FOR” the amendment and restatement of our Stock Purchase Plan. Please see “Approval of the Amendment and Restatement of our Associate Stock Purchase Plan (Proposal No. 5)” on page 68 of this proxy statement.

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75 Maxess Road
Melville, New York 11747

 

PROXY STATEMENT
 
FOR
 
Annual Meeting of Shareholders
to be held on January 15, 2015

 

INFORMATION ABOUT THE MEETING

We are furnishing this proxy statement to you in connection with the solicitation of proxies by our Board of Directors, which we refer to as the Board, to be used at our 2015 annual meeting of shareholders, or at any adjournments or postponements thereof. This proxy statement describes the matters to be presented at the meeting and related information that will help you vote at the meeting. References in this proxy statement to “the company,” “we,” “us,” “our” and similar terms mean MSC Industrial Direct Co., Inc.

We have elected to take advantage of the “notice and access” rule of the Securities and Exchange Commission (which we refer to as the SEC) that allows us to furnish proxy materials to shareholders online. We believe that electronic delivery expedites the receipt of proxy materials, while significantly lowering costs and reducing the environmental impact of printing and mailing full sets of proxy materials. As a result, on or about December 5, 2014, we mailed to our shareholders of record as of the close of business on November 26, 2014, either (i) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials online and how to request paper copies of our proxy materials or (ii) a printed set of proxy materials, which includes the notice of annual meeting, this proxy statement, our 2014 annual report to shareholders and a proxy card. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the materials unless you specifically request one. If your shares are held in the MSC Industrial Direct Co., Inc. 401(k) Plan, you will receive a printed set of proxy materials and the enclosed proxy will serve as a voting instruction card for the trustee of our 401(k) Plan, T. Rowe Price Trust Company, who will vote all shares of Class A common stock of the company allocated to your 401(k) account in accordance with your instructions. If you hold your shares through a broker, bank or other nominee, rather than directly in your own name, your intermediary will either forward to you printed copies of the proxy materials or will provide you with instructions on how you can access the proxy materials electronically.

When and where is the annual meeting?

Our 2015 annual meeting of shareholders will be held at the Hilton Long Island/Huntington, 598 Broad Hollow Road, Melville, New York 11747, on January 15, 2015 at 9:00 a.m., local time.

What am I voting on?

You are voting on the following proposals:

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What are the voting recommendations of the Board of Directors?

Our Board recommends that you vote “FOR” each of the director nominees, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2015, “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement, “FOR” the approval of our 2015 Omnibus Incentive Plan, and “FOR” the approval of the amendment and restatement of our Associate Stock Purchase Plan.

Who is entitled to vote?

Only shareholders of record of our Class A common stock and our Class B common stock at the close of business on November 26, 2014, the record date, are eligible to vote at the annual meeting. On that date, we had outstanding 48,505,096 shares of our Class A common stock and 13,295,747 shares of our Class B common stock.

What is a shareholder of record?

You are a shareholder of record if you are registered as a shareholder with our transfer agent, Computershare Shareholder Services.

What is a beneficial shareholder?

You are a beneficial shareholder if a brokerage firm, bank, trustee or other agent holds your shares in their name for your benefit. This form of ownership is often called ownership in “street name,” since your name does not appear in our records. If you are a beneficial shareholder, you may vote by following the voting instructions provided by your broker, bank, trustee or other nominee included with your proxy materials or with the instructions on how to access the proxy materials electronically.

What is a broker non-vote?

If you hold shares beneficially in street name and do not provide your broker, bank or other agent with voting instructions, your shares could constitute “broker non-votes.” Generally, broker non-votes occur on a matter when a broker is not permitted to vote on that matter without instructions from the beneficial owner and the beneficial owner does not provide instructions.

If you are a beneficial owner whose shares are held in the name of a broker, and you do not provide your broker with voting instructions, the broker has the authority to vote your shares for or against certain “routine” matters. The proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2015 is the only routine matter being considered at the 2015 annual meeting.

We encourage you to provide instructions to your broker or other nominee so that your shares may be voted. If you do not provide instructions to your broker or other nominee, your shares will not be voted in the director elections, on the advisory vote on executive compensation, the vote on the approval of our 2015 Omnibus Incentive Plan, or the vote on the approval of the amendment and restatement of our Associate Stock Purchase Plan.

What is a quorum?

A quorum is the minimum number of shares required to hold a shareholders meeting. Under New York law and our By-Laws, the presence in person or by proxy of the holders of a majority of the total shares of our Class A common stock and our Class B common stock that are entitled to vote is necessary to constitute a quorum at the annual meeting.

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What is the vote required for each proposal?

The election of each nominee for director requires the affirmative vote of a plurality of the votes cast in person or by proxy at the annual meeting. Except in the case of Proposal Nos. 4 and 5, abstentions will not affect the outcome of any matter being voted on at the meeting, assuming that a quorum is obtained. With respect to each of Proposal Nos. 4 and 5, which are subject to New York Stock Exchange shareholder approval rules, abstentions are counted as votes cast and therefore will have the same effect as votes against the proposal. Broker non-votes are not counted for any purpose in determining whether a matter has been approved, but, along with abstentions, are considered present and entitled to vote for purposes of determining a quorum.

On all matters to be voted upon at the annual meeting and any adjournments or postponements thereof, the record holders of our Class A common stock and our Class B common stock vote together as a single class, with each holder of Class A common stock entitled to one vote per share of Class A common stock and each holder of Class B common stock entitled to ten votes per share of Class B common stock.

How do I vote?

If you are a shareholder of record, you may vote in person at the 2015 annual meeting, on the Internet, by telephone or by signing, dating and mailing your proxy card. Detailed instructions for Internet voting are provided in the Notice of Internet Availability and instructions for Internet voting and telephone voting are provided in the printed proxy card. If you are a beneficial shareholder, you must follow the voting procedures provided by your broker, bank, trustee or other nominee included with your proxy materials or with the instructions on how to access the proxy materials electronically.

If you are a record holder and you sign your proxy card without giving specific instructions, your shares will be voted in accordance with the recommendations of our Board (“FOR” all eight of our nominees to the Board, “FOR” the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2015, “FOR” the approval, on an advisory basis, of the compensation of our named executive officers as disclosed in this proxy statement, “FOR” the approval of our 2015 Omnibus Incentive Plan, and “FOR” the approval of the amendment and restatement of our Associate Stock Purchase Plan).

If your shares are held in the MSC Industrial Direct Co., Inc. 401(k) Plan, the enclosed proxy will serve as a voting instruction card for the trustee of our 401(k) Plan, T. Rowe Price Trust Company, who will vote all shares of Class A common stock of the company allocated to your 401(k) account in accordance with your instructions. If the voting instruction card is returned without choices marked, and if not otherwise directed, the shares in your 401(k) account that are represented by the voting instruction card will not be voted.

What will happen if another matter properly comes before the annual meeting?

Our Board does not intend to bring any matter before the annual meeting except as specifically indicated in the accompanying notice and these proxy materials, nor does our Board know of any matters that anyone else proposes to present for action at the annual meeting. However, if any other matters are properly presented at the meeting for a vote, the enclosed proxy card confers discretionary authority to the individuals named as proxies to vote the shares represented by proxy as to those matters.

If I plan to attend the annual meeting, should I still vote by proxy?

All shareholders are cordially invited to attend the annual meeting. However, to assure your representation at the annual meeting, we urge you to vote your shares as promptly as possible either by Internet, by telephone or by completing, signing and dating a printed proxy card and returning it in the postage-paid envelope provided. Any shareholder attending the annual meeting may vote in person, even if he or she has already voted or returned a proxy card.

If you vote by Internet, telephone or proxy and also attend the meeting, you do not need to vote again at the meeting, unless you want to change your vote. Written ballots will be available at the meeting for shareholders of record. Beneficial shareholders who wish to vote in person at the meeting must request a proxy from their broker or other nominee and bring that proxy to the annual meeting.

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Who pays the cost for the solicitation of proxies?

We will pay any expenses for the solicitation of proxies for the annual meeting. Such solicitation may be made in person or by telephone by officers and associates of the company. Upon request, we will reimburse brokers, dealers, banks and trustees, or their nominees, for reasonable expenses that they incur in forwarding material to the beneficial owners of shares of our Class A common stock.

How do I change my vote?

Shareholders of record may revoke their proxies and change their vote by giving written notice of revocation to our Corporate Secretary before the annual meeting, by delivering later-dated proxies (either in writing, by telephone or over the Internet), or by voting in person at the meeting. Beneficial shareholders may change their vote by following the instructions of their broker, bank, trustee or other nominee.

How may I obtain a separate set of proxy materials or request a single set for my household?

For registered shareholders who receive paper copies of this proxy statement, copies of our 2014 annual report to shareholders are being mailed simultaneously with this proxy statement. All other registered shareholders will receive a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and annual report online and how to request paper copies of our proxy materials and annual report. If you are a registered shareholder and want to save us the cost of mailing more than one copy of our proxy materials and annual report or Notice of Internet Availability of Proxy Materials, as applicable, to the same address, we will discontinue, at your request to the Corporate Secretary of the company, mailing the duplicate copy to the account or accounts you select. Beneficial owners sharing an address who are receiving multiple copies of proxy materials and annual reports or Notice of Internet Availability of Proxy Materials, as applicable, and who wish to receive a single copy of such materials in the future, will need to contact their broker, bank or other nominee to request that only a single copy of each document be mailed to all shareholders at the shared address.

If you are the beneficial owner, but not the record holder, of shares of our Class A common stock, your broker, bank or other nominee may deliver only one copy of this proxy statement and our 2014 annual report or instructions on how to access the proxy materials electronically, as applicable, to multiple shareholders who share an address, unless that nominee has received contrary instructions from one or more of the shareholders. If you are a beneficial holder and wish to receive multiple copies of such materials in the future, you will need to contact your broker, bank or other nominee to request multiple copies.

We will deliver promptly, upon written or oral request, a separate copy of this proxy statement and our 2014 annual report or Notice of Internet Availability of Proxy Materials, as applicable, to any registered shareholder at a shared address to which a single copy of the document or documents was delivered. A registered shareholder who wishes to receive a separate copy of the proxy statement and annual report or Notice of Internet Availability of Proxy Materials, as applicable, now or in the future, should submit this request by writing to Corporate Secretary, MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, New York 11747, or calling (516) 812-2000.

What is the address of your principal executive office?

The mailing address of our principal executive office is 75 Maxess Road, Melville, New York 11747. We also maintain a co-located headquarters at 525 Harbour Place Drive, Davidson, North Carolina 28036.

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ELECTION OF DIRECTORS
(PROPOSAL NO. 1)

Eight directors will be elected at our 2015 annual meeting of shareholders for a term of one year expiring at the 2016 annual meeting, and will serve until their respective successors have been elected, or until their earlier resignation or removal. Each of the nominees for director was previously elected a director of the company by our shareholders.

Each nominee has indicated that he or she is willing to serve as a member of our Board, if elected, and our Board has no reason to believe that any nominee may become unable or unwilling to serve. In the event that a nominee should become unavailable for election for any reason, the shares represented by a properly executed and returned proxy will be voted for any substitute nominee who shall be designated by the current Board. There are no arrangements or understandings between any director or nominee for director and any other person pursuant to which such person was selected as a director or nominee for director of the company.

Our Nominating and Corporate Governance Committee has reviewed the qualifications and independence of the nominees for director and, with each member of the Nominating and Corporate Governance Committee abstaining as to himself or herself, has recommended each of the other nominees for election to our Board.

Qualifications of Nominees

We are one of the largest direct marketers and distributors of a broad range of metalworking and maintenance, repair and operations (MRO) supplies to industrial customers throughout North America. We operate primarily in the United States, with customers in all 50 states, through a network of twelve customer fulfillment centers and 103 branch offices. Our business strategy is to provide an integrated, lower cost solution to the purchasing, management and administration of our customers’ MRO needs. We believe that we add value to our customers’ purchasing process by reducing their total costs for MRO supplies, taking into account both the direct cost of products and the administrative, personnel and financial cost of obtaining and maintaining MRO supplies.

Our Nominating and Corporate Governance Committee is responsible for assessing the composition and performance of the Board of Directors and Committees of the Board and for recruiting, evaluating and recommending candidates to be presented for appointment or election to serve as members of the Board. In evaluating our Board, our Nominating and Corporate Governance Committee has considered that our directors have a wide range of experience as senior executives of large publicly traded companies, and in the areas of investment banking, accounting, business education and business management consulting. In these positions, they have also gained experience and knowledge in core management skills that are important to their service on our Board, such as business-to-business distribution, supply chain management, mergers and acquisitions, strategic and financial planning, financial reporting, compliance, risk management, intellectual property matters and leadership development. Several of our directors also have experience serving on the boards of directors and board committees of other public companies, which provides them with an understanding of current corporate governance practices and trends and executive compensation matters. Our Nominating and Corporate Governance Committee also believes that our directors have other key attributes that are important to an effective board of directors, including the highest professional and personal ethics and values, a broad diversity of business experience and expertise, an understanding of our business and industry, a high level of education, broad-based business acumen and the ability to think strategically.

In addition to the qualifications described above, the Nominating and Corporate Governance Committee also considered the specific skills and attributes described in the biographical details that follow in determining whether each individual nominee should serve on our Board.

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2014 Nominees for Director

Name of Nominee		Principal Occupation		Age		Director Since
Jonathan Byrnes		Senior Lecturer at Massachusetts Institute of Technology		66		March 2010
Roger Fradin		Vice Chairman of Honeywell International Inc.		61		July 1998
Erik Gershwind		President and Chief Executive Officer of the company		43		October 2010
Louise Goeser		President and Chief Executive Officer of Grupo Siemens S.A. de C.V.		61		January 2009
Mitchell Jacobson (Board Chair)		Non-executive Chairman of the Board of the company		63		October 1995
Denis Kelly		Managing Partner of Scura Paley LLC		65		April 1996
Philip Peller (Lead Director)		Independent Director; Retired Partner of Arthur Andersen LLP		75		April 2000
David Sandler		Executive Vice Chairman of the Board of the company		57		June 1999

Jonathan Byrnes

Business Experience:  Dr. Byrnes has been a Senior Lecturer at MIT since 1992. In this capacity, he has taught graduate courses in Supply Chain Management and Integrated Account Management and programs for business executives, and he has supervised thesis research. He has been president of Jonathan Byrnes & Co., a consulting company, since 1976. Dr. Byrnes earned a doctorate at Harvard University, and is a former President of the Harvard Alumni Association. He also served a two-year term on Harvard University’s Advisory Committee on Shareholder Responsibility, and he is currently serving a three-year term on the Board of Directors of Harvard Magazine.

Specific Experience:  Dr. Byrnes is a recognized expert in the areas of supply chain and integrated account management, areas which are critical to industrial distribution. Dr. Byrnes provides our Board with key perspectives relating to our operations and business strategy.

Roger Fradin

Business Experience:  Mr. Fradin became Vice Chairman of Honeywell International Inc. in April 2014. He previously served as the President and Chief Executive Officer of the Automation and Control Solutions Division of Honeywell International Inc. from January 2004 until April 2014. Previously, he was President and CEO of the Security and Fire Solutions Division of Honeywell International Inc. From 1987 until 2000, Mr. Fradin served as the President of the ADEMCO Group.

Specific Skills and Attributes:  Mr. Fradin’s operational expertise and broad experience as a senior executive of a major diversified technology and manufacturing company makes him a valued asset to the Board. In addition, he provides critical insight and perspective relating to our customer base.

Other Directorships:  Mr. Fradin is also a director and member of the Audit Committee and Finance Committee of Pitney Bowes Inc.

Erik Gershwind

Business Experience:  Mr. Gershwind was appointed our President and Chief Executive Officer effective January 1, 2013. From October 2009 to October 2011, Mr. Gershwind served as our Executive Vice President and Chief Operating Officer and from October 2011 to January 2013, he served as our President and Chief Operating Officer. Mr. Gershwind was elected by the Board to serve as a director in October 2010. Previously, Mr. Gershwind served as our Senior Vice President, Product Management and Marketing from December 2005 and our Vice President of Product Management from April 2005. From August 2004 to April 2005, Mr. Gershwind served as Vice President of MRO and Inventory Management. Mr. Gershwind has held various positions of increasing responsibility in Product, e-Commerce and Marketing. Mr. Gershwind joined the company in 1996 as manager of our acquisition integration initiative.

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Specific Skills and Attributes:  Mr. Gershwind has held senior management positions responsible for key business functions of the company and is a key contributor to our current strategy and success. In addition, as our Chief Executive Officer, he brings critical perspectives to our Board on our strategic direction and growth strategy.

Mr. Gershwind is the nephew of Mitchell Jacobson, our Non-executive Chairman of the Board, and the son of Marjorie Gershwind Fiverson, Mr. Jacobson’s sister. Mr. Jacobson and Ms. Gershwind Fiverson are also our principal shareholders. There are no other family relationships among any of our directors or executive officers.

Louise Goeser

Business Experience:  Ms. Goeser is President and Chief Executive Officer of Grupo Siemens S.A. de C.V. and is responsible for Siemens Mesoamérica. Before accepting this position in March 2009, Ms. Goeser served as President and Chief Executive Officer of Ford of Mexico from January 2005 to November 2008. Prior to that, she served as Vice President, Global Quality for Ford Motor Company, a position she had held since 1999. Prior to 1999, she served as Vice President for Quality at Whirlpool Corporation, and served in various leadership positions with Westinghouse Electric Corporation.

Specific Skills and Attributes:  Ms. Goeser has extensive experience in senior executive positions and as a director of large public companies, and she possesses the knowledge and expertise necessary to contribute an important viewpoint on a wide variety of governance and operational issues, as well as the reporting and other responsibilities of a public company.

Other Directorships:  Ms. Goeser is also a director and a member of the Compensation, Governance and Nominating Committee of PPL Corporation.

Mitchell Jacobson

Business Experience:  Mr. Jacobson was appointed our President and Chief Executive Officer in October 1995 and held both positions until November 2003. He continued as our Chief Executive Officer until November 2005. Mr. Jacobson was appointed our Chairman of the Board in January 1998 and became Non-executive Chairman of the Board effective January 1, 2013. Previously, Mr. Jacobson was President and Chief Executive Officer of Sid Tool Co., Inc., our predecessor company and current wholly-owned and principal operating subsidiary, which we refer to as Sid Tool, from June 1982 to November 2005.

Specific Skills and Attributes:  Mr. Jacobson has been instrumental to our past and ongoing growth, which reflects the values, strategy and vision that Mr. Jacobson contributes. His leadership as Chairman, experience in industrial distribution and strategic input are critically important to our Board. In addition, as one of our principal shareholders, Mr. Jacobson provides critical insight and perspective relating to the company’s shareholders.

Other Directorships:  Mr. Jacobson previously served as a director of HD Supply Holdings, Inc. from October 2007 to December 2013.

Denis Kelly

Business Experience:  Mr. Kelly has served as a Managing Partner of Scura Paley LLC, a private investment banking firm, since 2001. From 1993 to 2000, he was a Managing Director of Prudential Securities Inc. Previously, he served as the President of Denbrook Capital Corporation, a merchant banking firm, from 1991 to 1993. From 1980 to 1991, Mr. Kelly held various positions at Merrill Lynch, including Managing Director of Mergers and Acquisitions and Managing Director of Merchant Banking. Mr. Kelly began his investment banking career at Lehman Brothers in 1974.

Specific Skills and Attributes:  Mr. Kelly’s varied investment banking career, including extensive mergers and acquisitions experience, along with his service on other public and private boards of directors provide the Board with expertise in finance, business development and corporate governance.

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Other Directorships:  Mr. Kelly is also a director of Plymouth Financial Company, Inc. and Chairman of the Board of Directors of Ashburn Hill Corporation. During the last five years, Mr. Kelly previously served as a director and member of the Audit Committee of Kenneth Cole Productions, Inc., which is no longer a public company.

Philip Peller

Business Experience:  Mr. Peller, who has served as our Lead Director since December 2007, was a partner of Andersen Worldwide S.C. and Arthur Andersen LLP from 1970 until his retirement in 1999. He served as Managing Partner of Practice Protection and Partner Affairs for Andersen Worldwide S.C. from 1998 to 1999 and as Managing Partner of Practice Protection from 1996 to 1998. He also served as the Managing Director of Quality, Risk Management and Professional Competence for Arthur Andersen’s global audit practice.

Specific Skills and Attributes:  Mr. Peller’s extensive experience in global audit, financial, risk and compliance matters provides invaluable expertise to our Board. In addition, Mr. Peller’s accounting background and experience allow him to provide the Board with unique insight into public company accounting issues and challenges, and also qualify him to serve as the Board’s Audit Committee financial expert, as defined in applicable SEC rules.

Other Directorships:  During the last five years, Mr. Peller previously served as a director and Chairman of the Audit Committee of Kenneth Cole Productions, Inc., which is no longer a public company.

David Sandler

Business Experience:  Mr. Sandler was appointed our Executive Vice Chairman of the Board effective January 1, 2013, when he transitioned from his role of Chief Executive Officer in furtherance of the Company’s previously disclosed management succession plan. Mr. Sandler served as our President and Chief Executive Officer from November 2005 until October 2011, when he relinquished his role as President, as our President and Chief Operating Officer from November 2003 to November 2005, and as our Executive Vice President and Chief Operating Officer from November 2000 to November 2003. In June 1999, he was also appointed as a member of our Board. From May 1999 to November 2000, he was Executive Vice President of the company. From 1998 to 1999, Mr. Sandler served as our Senior Vice President, Administration. From 1989 to 1998, he held various positions of increasing responsibility for several departments throughout the company, including Information Systems, Product Management, Purchasing, Corporate Development, Human Resources and Finance. In 1989, Mr. Sandler joined the company as a result of our acquisition of Dancorp Inc., a New England-based industrial supply distributor, where he was a founder and served as President and Chief Executive Officer.

Specific Skills and Attributes:  Mr. Sandler’s long service with our company and extensive leadership and management experience in our operations provide invaluable perspective to our Board. In addition, as our Executive Vice Chairman of the Board, Mr. Sandler provides an important perspective in Board discussions about our business and strategic direction.

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Director Qualifications

The chart below demonstrates how the Board’s nominees for election at our 2015 annual meeting of shareholders provide the skills, experiences and perspectives that the Nominating and Corporate Governance Committee and the Board consider important for an effective board of directors.

Name

Industry Knowledge

Business Management Experience

Financial/Accounting Experience

Business to Business Distribution

Supply Chain Management

Senior Executive Management

Public Company Corporate Governance and Compensation

Mergers and Acquisitions

Financial Literacy

Financial Reporting

Jonathan Byrnes

X

X

X

X

Roger Fradin

X

X

X

X

X

X

X

Erik Gershwind

X

X

X

X

X

X

Louise Goeser

X

X

X

X

X

Mitchel Jacobson

X

X

X

X

X

X

X

Denis Kelly

X

X

X

X

X

Philip Peller

X

X

X

X

X

David Sandler

X

X

X

X

X

X

The Board recommends a vote “FOR” the re-election of each of Ms. Goeser and
Messrs. Byrnes, Fradin, Gershwind, Jacobson, Kelly, Peller and Sandler.

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CORPORATE GOVERNANCE

Director Independence

Pursuant to New York Stock Exchange listing standards, a majority of the members of our Board must be independent. The Board must determine that each independent director has no material relationship with the company (either directly or as a partner, shareholder or officer of an organization that has a relationship with the company). The Board follows the criteria set forth in Section 303A of the New York Stock Exchange listing standards to determine director independence. Our independence criteria are also set forth in Section 1.1 of our Corporate Governance Guidelines, a copy of which is available on our website at www.mscdirect.com/corporategovernance. In addition to applying these guidelines, the Board will consider all relevant facts and circumstances in making an independence determination.

The Board undertakes a review of director independence on an annual basis and as events arise which may affect director independence. Based upon this review, the Board determined that Ms. Goeser and Messrs. Byrnes, Fradin, Kelly and Peller are independent in accordance with Section 303A.02 of the New York Stock Exchange listing standards and Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended, which we refer to as the Exchange Act, as well as under our Corporate Governance Guidelines.

In evaluating the independence of Ms. Goeser, the Board considered that Ms. Goeser is the President and Chief Executive Officer of Grupo Siemens S.A. de C.V., an affiliate of Siemens AG, and is responsible for Siemens Mesoamérica. Siemens AG is a customer and supplier of our company. In addition, the Board considered that Ms. Goeser is a director of PPL Corporation, which is also one of our customers. Sales to such companies and purchases from Siemens AG were made in the ordinary course of business and amounted to significantly less than 0.5% of the recipient company’s gross revenues during its most recent fiscal year.

In evaluating the independence of Mr. Fradin, the Board considered that Mr. Fradin is the Vice Chairman of Honeywell International Inc., which is a customer and supplier of our company. In addition, the Board considered that Mr. Fradin is a director of Pitney Bowes, which is also one of our customers and suppliers. Sales to and purchases from such companies were made in the ordinary course of business and amounted to significantly less than 0.5% of the recipient company’s gross revenues during its most recent fiscal year.

In evaluating the independence of Mr. Byrnes, the Board considered that Mr. Byrnes is a Senior Lecturer at MIT, which is a customer of our company. Sales to MIT were made in the ordinary course of business and amounted to significantly less than 0.5% of the company’s gross revenues during our most recent fiscal year.

Board Meetings and Attendance

The standing committees of our Board are the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee. The table below provides the current membership for each of these committees and the number of meetings held by the Board and each committee in our 2014 fiscal year.

Name

Board

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Jonathan Byrnes

X

X

X

X

Roger Fradin

X

X

X

X

Erik Gershwind

X

Louise Goeser

X

X

X

X (CHAIR)

Mitchell Jacobson

X (CHAIR)

Denis Kelly

X

X

X (CHAIR)

X

Philip Peller

X (LEAD)

X (CHAIR)

X

X

David Sandler

X

Fiscal 2014 Meetings

8

7

9

5

During our 2014 fiscal year, each of the directors attended at least 75% of the aggregate number of meetings of our Board and of the committees of our Board on which he or she served.

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Board Committees

The following chart summarizes the principal functions of each of the standing committees of our Board:

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Audit Committee

Composition and Charter

The Audit Committee is currently comprised of Ms. Goeser and Messrs. Byrnes, Fradin, Kelly and Peller, each of whom the Board has determined to be independent under both the rules of the SEC and the listing standards of the New York Stock Exchange and to meet the financial literacy requirements of the New York Stock Exchange. Mr. Peller is the Chairman of the Audit Committee. The Board has determined that Mr. Peller qualifies as an “audit committee financial expert” within the meaning of the rules of the SEC.

The Audit Committee has the responsibilities and functions mandated by Sections 303A.06 and 303A.07 of the New York Stock Exchange listing standards and Rule 10A-3 promulgated under the Exchange Act, as set forth in the Audit Committee’s current charter, a copy of which is available on our website at www.mscdirect.com/corporategovernance. The Audit Committee has the authority to engage independent counsel and other advisors as it deems necessary to carry out its duties. We are obligated to provide appropriate funding for the Audit Committee for these purposes.

Policy on Service on Other Audit Committees

Under our corporate governance guidelines, members of the Audit Committee may not serve as members of an audit committee for more than three public companies, including the Audit Committee of our Board.

Compensation Committee

Composition and Charter

Our Compensation Committee is currently comprised of Ms. Goeser and Messrs. Byrnes, Fradin, Kelly and Peller, each of whom is an independent director. Mr. Kelly is the Chairman of the Compensation Committee. The Compensation Committee has adopted a written charter, a copy of which is available on our website at www.mscdirect.com/corporategovernance.

Delegation of Authority

The Compensation Committee does not delegate its responsibilities to any other directors or members of management. Under our 2005 Omnibus Incentive Plan, the Compensation Committee is permitted to delegate its authority under such plan. However, as a matter of policy, the Compensation Committee authorizes all grants of equity awards under the 2005 Omnibus Incentive Plan.

Compensation Processes and Procedures

The Compensation Committee makes all compensation decisions for our executive officers. The views and recommendations of Mitchell Jacobson, our Chairman of the Board, David Sandler, our Executive Vice Chairman of the Board, and Erik Gershwind, our President and Chief Executive Officer, are, and will continue to be, considered by the members of the Compensation Committee in its review of the performance and compensation of individual executives. Mr. Jacobson and Mr. Sandler also provided input on Mr. Gershwind’s compensation. In addition, the Compensation Committee obtains input from Mr. Gershwind on the compensation of the other named executive officers (other than our Executive Vice Chairman) and other executive officers and senior officers. Our Human Resources department and our recently appointed Senior Vice President, Chief People Officer, Ms. Kari Heerdt, assists the Chairman of the Compensation Committee in developing the agenda for committee meetings and works with the Compensation Committee in developing agenda materials for the committee’s review, including coordinating and presenting management’s proposals and recommendations to the Compensation Committee with respect to executive and non-executive director compensation. Ms. Heerdt, Mr. Sandler and Mr. Gershwind regularly attend Compensation Committee meetings, excluding portions of meetings where their own compensation is discussed. The Compensation Committee considers, but is not bound by, management’s proposals and recommendations with respect to executive compensation.

The Compensation Committee has the sole authority to retain and terminate any third-party compensation consultant and to obtain advice and assistance from internal and external legal, accounting and other advisors. In connection with compensation decisions made by the Compensation Committee in October 2013 and 2014, the committee relied on competitive market data and analysis prepared by its independent compensation

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consultant, Frederic W. Cook & Co., Inc., a compensation consulting firm that we refer to in this proxy statement as F.W. Cook. F.W. Cook provides research, market data and survey information and makes recommendations to the Compensation Committee regarding our executive compensation programs and our non-executive director compensation programs. F.W. Cook advises the Compensation Committee on the competitiveness of our compensation arrangements and provides input, analysis and recommendations for the compensation paid to our named executive officers, other executives and non-management directors. F.W. Cook provides data and analysis with respect to public companies having similar characteristics (including size, profitability, geography, business lines and growth rates) to those of our company. As discussed under “Compensation Risk Assessment” below, F.W. Cook also updated and confirmed the comprehensive risk assessment of our incentive-based compensation plans which F.W. Cook conducted in 2013 to assist the Compensation Committee in its compensation risk assessment. In connection with the Committee’s consideration of the 2015 Omnibus Incentive Plan, F.W. Cook advised the Committee on the design of the plan provisions and the appropriate number of shares to be issuable under the plan. The Compensation Committee considers, but is not bound by, the consultant’s proposals and recommendations with respect to executive and non-executive director compensation.

During fiscal year 2014, the Compensation Committee reviewed the independence of F.W. Cook, its other advisors and the individuals employed by such advisors who furnish services to us, which included a consideration of the factors required by New York Stock Exchange listing standards. Based on its review, the Compensation Committee determined that F.W. Cook, its other advisors and the individuals employed by such advisors who furnish services to us are independent and that their service does not raise any conflicts of interest that would prevent them from providing independent and objective advice to the committee.

Compensation Committee Interlocks and Insider Participation

During our 2014 fiscal year, each of Ms. Goeser and Messrs. Byrnes, Fradin, Kelly and Peller served as members of our Compensation Committee. None of the members of the Compensation Committee was, during or prior to fiscal year 2014, an officer of the company or any of our subsidiaries or had any relationship with us other than serving as a director and as a de minimis shareholder. In addition, none of our directors has interlocking or other relationships with other boards, compensation committees or our executive officers that would require disclosure under Item 407(e)(4) of Regulation S-K.

Nominating and Corporate Governance Committee

Composition and Charter

Our Nominating and Corporate Governance Committee is currently comprised of Ms. Goeser and Messrs. Byrnes, Fradin, Kelly and Peller, each of whom is an independent director. Ms. Goeser is the Chairman of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee has adopted a written charter, a copy of which is available on our website at www.mscdirect.com/corporategovernance.

Policy Regarding Shareholder Nominations for Director

The Nominating and Corporate Governance Committee of our Board believes that the best director candidates will be those who have a number of qualifications, including independence, knowledge, judgment, integrity, character, leadership, skills, education, experience, financial literacy, standing in the community and an ability to foster a diversity of backgrounds and views and to complement our Board’s existing strengths. There are no specific, minimum or absolute criteria for Board membership. The Nominating and Corporate Governance Committee seeks to achieve a balance and diversity of knowledge, experience and capability on our Board, while maintaining a sense of collegiality and cooperation that is conducive to a productive working relationship within the Board and between the Board and management. The Nominating and Corporate Governance Committee also believes that it is important for directors to have demonstrated an ethical and successful career. Such a career may include:

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At all times, the Nominating and Corporate Governance Committee will make every effort to ensure that our Board and its committees include at least the required number of independent directors, as that term is defined by applicable standards promulgated by the New York Stock Exchange and the SEC. Backgrounds giving rise to actual or perceived conflicts of interest are undesirable. In addition, prior to nominating an existing director for re-election to our Board, the Nominating and Corporate Governance Committee will consider and review such existing director’s attendance and performance, independence, experience, skills and contributions as an existing director to our Board.

The Nominating and Corporate Governance Committee may employ third-party search firms to identify director candidates, if so desired. The Nominating and Corporate Governance Committee will review and consider recommendations from a wide variety of contacts, including current executive officers, directors, community leaders and shareholders, as a source for potential director candidates.

The Nominating and Corporate Governance Committee will consider qualified director candidates recommended by shareholders in compliance with our procedures and subject to applicable inquiries. The Nominating and Corporate Governance Committee does not have different standards for evaluating nominees depending on whether they are proposed by our directors or by our shareholders. Any shareholder may recommend a nominee for director at least 120 calendar days prior to the one year anniversary of the date on which our proxy statement was released to shareholders in connection with the previous year’s annual meeting, by writing to Corporate Secretary, MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, NY 11747, and providing the following information:

All of these communications will be reviewed by our Senior Vice President, General Counsel and Corporate Secretary and forwarded to Ms. Goeser, the Chairman of the Nominating and Corporate Governance Committee, for further review and consideration in accordance with this policy. Any such shareholder recommendation should be accompanied by a written statement from the candidate of his or her consent to be named as a candidate and, if nominated and elected, to serve as a director.

Board Leadership Structure; Executive Sessions of the Independent Directors

Our Board currently consists of eight directors, each of whom, other than Messrs. Gershwind, Jacobson and Sandler, is independent under our Corporate Governance Guidelines and the applicable rules of the New York Stock Exchange. Mr. Sandler has served as our Executive Vice Chairman since January 1, 2013 and as a member of our Board since June 1999. Mr. Gershwind, has served as our President and Chief Executive Officer since January 1, 2013 and as a member of our Board since 2010. Mr. Jacobson, who is one of our principal shareholders, has served as our Non-executive Chairman since January 1, 2013 and as our Chairman since 1998. Mr. Jacobson previously served as our President from October 1995 through

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November 2003, and as our Chief Executive Officer from October 1995 through November 2005. The Board has separated the roles of Chairman and Chief Executive Officer since 2005 and has appointed a non-management, lead director since 2007.

Our Board of Directors believes that the most effective Board leadership structure for our company at the present time is for the roles of Chief Executive Officer and Chairman of the Board to be separated and for Mr. Sandler to serve as Executive Vice Chairman of the Board. Under this structure, our Chief Executive Officer is generally responsible for setting the strategic direction for our company and for providing the day-to-day leadership over our operations, while the Executive Vice Chairman of the Board provides guidance to the Chief Executive Officer, and the Chairman of the Board sets the agenda for meetings of the Board and presides over Board meetings. In addition, our independent directors meet at regularly scheduled executive sessions without members of management present. Mr. Peller, who has served as our Lead Director since 2007, serves as the presiding director at the executive sessions of the independent directors. The Lead Director also has such other duties and responsibilities as determined by the Board from time to time. Those additional duties and responsibilities include:

The Board retains the authority to modify this leadership structure as and when appropriate to best address our unique circumstances at any given time and to serve the best interests of our shareholders.

Role of the Board in Risk Oversight

Our Board’s role in risk oversight involves both the full Board and its committees. The full Board is responsible for the oversight of risk management and reviews our major financial, operational, compliance, reputational and strategic risks, including steps to monitor, manage and mitigate such risks. In addition, each of the Board committees is responsible for oversight of risk management practices for categories of risks relevant to their functions. For example, the Audit Committee discusses with management our major financial risk exposures and the steps that have been taken to monitor and mitigate such exposures, including with respect to risk assessment and risk management. Similarly, the Nominating and Corporate Governance Committee has oversight responsibility over governance and compliance matters and the Compensation Committee has oversight responsibility for our overall compensation structure, including review of its compensation practices, in each case with a view to assessing associated risks. See “Compensation Risk Assessment” on page 42 of this proxy statement.

The Board as a group is regularly updated on specific risks in the course of its review of corporate strategy, business plans and reports to the Board by management and its respective committees. The Board believes that its leadership structure supports its risk oversight function by providing a greater role for the independent directors in the oversight of our company.

Corporate Governance Guidelines

We have adopted Corporate Governance Guidelines, which are available on our website at www.mscdirect.com/corporategovernance.

Director Attendance at Shareholder Meetings

We encourage attendance by the directors at our annual meeting of shareholders. All of our current directors attended the annual meeting held on January 16, 2014, either in person or by telephone.

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Non-Employee Director Stock Ownership Guidelines

To more closely align the interests of our non-employee directors with those of our shareholders, our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, adopted stock ownership guidelines for all of our non-employee directors on November 15, 2011. The ownership guidelines provide for each of our non-employee directors to own a minimum number of shares having a value equal to five times his or her base annual retainer, or $210,000. All shares held by our non-employee directors, including unvested restricted shares, count toward this guideline. The guidelines provide for our non-employee directors to reach this ownership level within the later of five years from the date on which the guidelines were adopted or five years from the date on which the director is first appointed or elected. Once a non-employee director has attained his or her minimum ownership requirement, he or she must maintain at least that level of ownership. If a non-employee director has not satisfied his or her proportionate minimum stock ownership guideline, the director must retain an amount equal to 100% of the net shares received as a result of the exercise of stock options or the vesting of restricted shares or restricted stock units. All of our non-employee directors are in compliance with their current stock ownership guidelines.

Code of Ethics and Code of Business Conduct

We have adopted a Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer and senior financial officers and a Code of Business Conduct that applies to all of our directors, officers and associates. The Code of Ethics and the Code of Business Conduct are available on our website at www.mscdirect.com/corporategovernance. We intend to disclose on our website, in accordance with all applicable laws and regulations, amendments to, or waivers from, our Code of Ethics and our Code of Business Conduct.

Shareholder Communications Policy

Any shareholder or other interested party who desires to communicate with our Chairman of the Board, Lead Director or non-management members of our Board may do so by writing to: Board, c/o Philip Peller, Lead Director of the Board, MSC Industrial Direct Co., Inc., 75 Maxess Road, Melville, NY 11747. Communications may be addressed to the Chairman of the Board, the Lead Director, an individual director, a Board committee, the non-management directors or the full Board.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and persons who own beneficially more than 10% of our Class A common stock to file initial reports of ownership and reports of changes in ownership with the SEC. Based solely on our review of the copies of such forms furnished to us and written representations from our executive officers, directors and such beneficial owners, we believe that all filing requirements of Section 16(a) of the Exchange Act were timely complied with during the fiscal year ended August 30, 2014, except that a conversion of shares of Class B Common Stock to Class A Common Stock on August 15, 2014 was reported late on a Form 4 filed for Mr. Jacobson on August 20, 2014.

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EXECUTIVE OFFICERS

The following individuals are our executive officers as of December 5, 2014:

Name of Officer		Position		Age		Executive Officer Since
Erik Gershwind		President and Chief Executive Officer		43		December 2005
David Sandler		Executive Vice Chairman of the Board		57		January 1998
Steve Armstrong		Senior Vice President, General Counsel and Corporate Secretary		56		October 2008
Charles Bonomo		Senior Vice President and Chief Information Officer		49		July 2007
Christopher Davanzo		Vice President of Finance and Corporate Controller		51		October 2010
Kari Heerdt		Senior Vice President, Chief People Officer		47		August 2014
Douglas Jones		Executive Vice President, Chief Supply Chain Officer		50		December 2005
Jeffrey Kaczka		Executive Vice President and Chief Financial Officer		55		April 2011

Please refer to the section entitled “Election of Directors (Proposal No. 1)” on page 5 of this proxy statement for the biographical data for Messrs. Gershwind and Sandler.

Steve Armstrong

Mr. Armstrong was appointed our Senior Vice President, General Counsel and Corporate Secretary in October 2012. Previously, he served as our Vice President, General Counsel and Corporate Secretary from October 2008 until October 2012. From 2006 to 2008, he was a legal consultant based in New York, New York performing services for Thomson Reuters and NBC Universal. Mr. Armstrong was the Executive Vice President and General Counsel of the Home Shopping Network in Tampa, Florida from 2002 to 2006. From 2000 to 2002, he was the Senior Vice President and General Counsel of Agilera, Inc., a technology company in Denver, Colorado. Prior to 2000, Mr. Armstrong was the Vice President, General Counsel & Secretary of Samsonite Corporation and a partner in the law firms Paul Hastings and Baker and Hostetler.

Charles Bonomo

Mr. Bonomo was appointed our Senior Vice President and Chief Information Officer in August 2011. Previously, he served as our Vice President and Chief Information Officer from July 2007 through August 2011. From 1999 through 2007 he served as Vice President at Arrow Electronics, Inc., including in the position of Vice President of Infrastructure and Operations from January 2006 to July 2007, and as Vice President and Chief Architect from July 2003 through January 2006. Previously, he was the Director of Clinical Technology at Mount Sinai Medical Center from 1996 to 1998, rising to Vice President and Chief Information Officer of NYU Health System in 1998. Prior to 1996, he held various positions of increasing responsibility at J.P. Morgan in the United States and Europe and at Grumman Aerospace Corp., where he designed and tested software for the F14 Tomcat aircraft.

Christopher Davanzo

Mr. Davanzo was appointed as an executive officer in October 2010 and serves as our Vice President of Finance and Corporate Controller, a position he has held since he joined our company in 2006. From 1993 through 2006, he held various positions of increasing responsibility in the finance department at Olympus America Inc., including the role of Vice President of Finance from 2004 to 2006. Prior to joining Olympus, Mr. Davanzo held several auditing and accounting positions, including with KPMG LLP, Coopers and Lybrand, and Weight Watchers International.

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Kari Heerdt

Ms. Heerdt was appointed our Chief People Officer in August 2014. Previously, Ms. Heerdt served as Partner, Strategic Account Executive at Aon Hewitt, the global talent, retirement and health business of Aon Plc (NYSE: AON), where she oversaw one of Aon Hewitt’s largest clients. Prior to that, Ms. Heerdt was a Senior Consultant at Hewitt in the Corporate Restructuring and Change, Talent and Organization Consulting practice, later becoming the Senior Manager, Operations for Cerebrus Capital Management, a leading investment management firm, before becoming the Senior Vice President, Human Resources for two of Cerebrus’ portfolio companies, Mervyn’s LLC and Talecris Biotheraputics, Inc. Ms. Heerdt served as Senior Vice President, Human Resources for Mervyn’s LLC from April 2005 until January 2008. In July 2008, Mervyn’s LLC filed for protection under Chapter 11 of the United States Bankruptcy Code and, later in 2008, was liquidated.

Douglas Jones

Mr. Jones was appointed our Executive Vice President, Chief Supply Chain Officer in October 2014, having previously served as our Executive Vice President, Global Supply Chain Operations since October 2009. Previously, he was our Senior Vice President, Supply Chain Management from April 2008 until October 2009 and our Senior Vice President of Logistics from December 2005 until April 2008. Mr. Jones joined our company in July 2001, as Vice President of Fulfillment. Prior to joining our company, he served as Vice President, Distribution Operations for the Central Region of the United States, at Fisher Scientific from 1998 to 2001. Prior to his role at Fisher Scientific, Mr. Jones was part of the management team at McMaster-Carr Supply Company, based in Chicago. During his tenure with McMaster-Carr, Mr. Jones held various managerial positions of increasing responsibility in fulfillment, finance, purchasing and inventory management.

Jeffrey Kaczka

Mr. Kaczka was appointed our Executive Vice President and Chief Financial Officer in April 2011. From February 2008 to June 2009, Mr. Kaczka served as Chief Financial Officer, International, of Genworth Financial, Inc. (NYSE: GNW), a leading financial services company. From April 2001 to June 2007, he served as Senior Vice President and Chief Financial Officer of Owens & Minor, Inc., a Fortune 500 company that provides distribution, third-party logistics and other supply-chain management services to healthcare providers and suppliers of medical and surgical products. Prior to that, Jeffrey held Chief Financial Officer positions at Allied Worldwide, Inc. and I-Net, Inc. Mr. Kaczka began his career at General Electric, where he spent 14 years, moving through its Financial Management Program and progressing through financial positions at several GE operations.

There are no arrangements or understandings between any executive officer and any other person pursuant to which the executive officer was, or is to be, selected as an officer of our company.

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RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
(PROPOSAL NO. 2)

Our Audit Committee has appointed the firm of Ernst & Young LLP to serve as our independent registered public accounting firm for fiscal year 2015. Although shareholder ratification of the Audit Committee’s action in this respect is not required, our Board considers it desirable for shareholders to pass upon the selection of the independent registered public accounting firm. If the shareholders disapprove of the selection, our Audit Committee intends to reconsider the selection of Ernst & Young LLP as our independent registered public accounting firm.

Ernst & Young LLP has advised us that neither it nor any of its members has any direct or material indirect financial interest in our company. We expect that a representative from Ernst & Young LLP will be present at the annual meeting. This representative will have the opportunity to make a statement if he or she so desires and is expected to be available to respond to appropriate questions.

Principal Accountant Fees and Services

For the fiscal years ended August 30, 2014 and August 31, 2013, Ernst & Young LLP billed us for their services the fees set forth in the table below. All audit and permissible non-audit services reflected in the fees below were pre-approved by the Audit Committee in accordance with established procedures.

		Fiscal Year
		2014				2013
Audit fees(1)		$	1,145,654			$	1,191,074
Audit-related fees(2)		$	39,000			$	636,225
Tax fees(3)		$	48,627			$	64,859
All other fees(4)		$	85,659				—
Total		$	1,318,940			$	1,892,158

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Audit Committee Pre-Approval Policy

The Audit Committee is required to pre-approve all audit and non-audit services provided by our independent registered public accounting firm and is not permitted to engage the independent registered public accounting firm to perform any non-audit services proscribed by law or regulation. The Audit Committee may delegate pre-approval authority to the Chairman of the Audit Committee, in which case decisions taken are to be presented to the full Audit Committee at its next meeting.

The Audit Committee of the Board has considered whether, and has determined that, the provision of non-audit services by Ernst & Young LLP is compatible with maintaining auditor independence.

The Board recommends a vote “FOR” the proposal to ratify
the appointment of Ernst & Young LLP as our independent registered public
accounting firm for fiscal year 2015.

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AUDIT COMMITTEE REPORT

The information contained under this “Audit Committee Report” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act of 1933, as amended, which we refer to as the Securities Act, or under the Exchange Act, except to the extent that we specifically incorporate this information by reference into any such filing.

The Audit Committee oversees the company’s financial accounting and reporting processes and systems of internal controls on behalf of our Board. Management has the primary responsibility for the financial statements and the reporting process, including the systems of internal controls. The Audit Committee also evaluates the performance and independence of our independent registered public accounting firm. The Audit Committee operates under a written charter, a copy of which is available on our website www.mscdirect.com/corporategovernance. Under the written charter, the Audit Committee must consist of at least three directors, all of whom must be “independent” as defined by the Exchange Act and the rules of the SEC and the requirements of the New York Stock Exchange listing standards. The current members of the committee are Ms. Goeser and Messrs. Byrnes, Fradin, Kelly and Peller, each of whom is an independent director.

Our financial and senior management supervise our systems of internal controls and the financial reporting process. Our independent registered public accounting firm performs an independent audit of our consolidated financial statements in accordance with generally accepted auditing standards and expresses an opinion on these consolidated financial statements. In addition, our independent registered public accounting firm expresses its own opinion on the company’s internal control over financial reporting. The Audit Committee monitors these processes.

The Audit Committee has reviewed and discussed with both the management of the company and our independent registered public accounting firm our audited consolidated financial statements for the fiscal year ended August 30, 2014, as well as management’s assessment and our independent registered public accounting firm’s evaluation of the effectiveness of our internal controls over financial reporting. Our management represented to the Audit Committee that our audited consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States of America.

The Audit Committee discussed with our internal auditors and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee met with the internal auditors and the independent registered public accounting firm, with and without management present, to discuss the results of their audits, their evaluations of our internal controls, including internal control over financial reporting, and the overall quality of our financial reporting.

The Audit Committee also discussed with our independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board’s Auditing Standard No. 16, Communications with Audit Committees. The Audit Committee has also received the written disclosures and the letter from our independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the independence of that firm. The Audit Committee has also considered whether the provision of non-audit services by our independent registered public accounting firm is compatible with maintaining the independence of the auditors. The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by our independent registered public accounting firm. All audit and permissible non-audit services performed by our independent registered public accounting firm during fiscal year 2014 and fiscal year 2013 were pre-approved by the Audit Committee in accordance with established procedures.

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Based on the reviews and discussions referred to above, the Audit Committee recommended to our Board (and our Board approved) that the audited financial statements be included in the Annual Report on Form 10-K for the fiscal year ended August 30, 2014, which was filed with the SEC on October 29, 2014.

Submitted by the Audit Committee of the Board,

Philip Peller (Chairman)
Jonathan Byrnes
Roger Fradin
Louise Goeser
Denis Kelly

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COMPENSATION DISCUSSION AND ANALYSIS

In this section, we discuss the material elements of our compensation programs and policies, including the objectives of our compensation programs and the reasons why we pay each element of our executives’ compensation. Following this discussion, you will find a series of tables containing more specific details about the compensation earned by or awarded to the following individuals, whom we refer to as the named executive officers or NEOs. This discussion focuses principally on compensation and practices relating to the named executive officers for our 2014 fiscal year.

Name		Position
Erik Gershwind		President and Chief Executive Officer
David Sandler		Executive Vice Chairman
Jeffrey Kaczka		Executive Vice President and Chief Financial Officer
Douglas Jones		Executive Vice President, Chief Supply Chain Officer
Thomas Cox		Former Executive Vice President, Sales(1)
Eileen McGuire		Former Executive Vice President, Human Resources(2)

Executive Summary

In fiscal year 2014, we successfully executed on our strategic plan, which focused on investment in infrastructure and strategic growth spending, building a foundation for long-term growth as our industry consolidates and as the economy continues to recover. Sales growth in our base business improved steadily throughout fiscal 2014, and we completed the integration of our Class C Solutions Group business which we acquired in April 2013, positioning our company for strong top-line growth in fiscal 2015. In addition, we have been growing our business in value-added, high retention channels through offerings in metalworking, Class C, e-Commerce, vending and overall inventory management solutions. At the same time, we offset some of the challenges related to gross margin with strong expense management.

Net sales increased 13.4% to $2.79 billion from $2.46 billion in fiscal 2013. Operating income in fiscal 2014 was $383.2 million, representing a decrease of 0.6% from operating income of $385.5 million in fiscal 2013. Our operating income was impacted by our growth investments as well as by $11.8 million of non-recurring integration and restructuring costs associated with the Class C Solutions Group acquisition, $3.0 million in executive separation costs and $2.6 million of non-recurring operating expenses related to the establishment of our co-located headquarters in Davidson, North Carolina. Diluted earnings per share increased 0.3% to $3.76 from $3.75 in fiscal 2013.

Consistent with our pay-for-performance compensation philosophy, the Compensation Committee of our Board (referred to in this discussion as the Committee) took the following key actions with respect to the compensation of the named executive officers for fiscal 2014:

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The table below illustrates how our pay is aligned with our performance by showing the total cash compensation and total direct compensation for each of our NEOs (other than Ms. McGuire) in fiscal 2014 and the competitive positioning of our NEOs’ total cash compensation and total direct compensation against our competitive market data:

Named Executive Officer		Fiscal 2014 Total Cash Compensation ($)(1)				Competitive Positioning of Total Cash Compensation				Fiscal 2014 Total Direct Compensation ($)(2)				Competitive Positioning of Total Direct Compensation
Erik Gershwind			1,341,400				<25th percentile				2,462,319				<25th percentile
David Sandler(3)			775,000				(3)				775,000				(3)
Jeffrey Kaczka			624,645				<25th percentile				1,179,630				approximately 25th percentile
Douglas Jones			529,829				between 25th & 50th percentiles				1,024,741				approximately 50th percentile
Thomas Cox			527,119				approximately 25th percentile				1,027,093				approximately 50th percentile

Compensation Philosophy and Objectives

We believe that the quality, skills and dedication of our executive officers are critical factors affecting the company’s performance and shareholder value. Our key compensation goals are to:

Accordingly, in determining the amount and mix of compensation, the Committee seeks to provide a competitive compensation package, structure annual and long-term incentive programs that reward achievement of performance goals that directly correlate to the enhancement of sustained, long-term shareholder value, and promote executive retention.

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The following table provides information about the key elements of our compensation programs:

Compensation Element		Description		Key Objectives
Base Salary		Fixed Annual Cash		•   Attract and retain highly talented executives
				•   Targeted at or below the median of our competitive market data
				•   Competitive positioning may vary based upon individual executive’s experience and individual performance
Annual Incentive Bonus		Variable Annual Cash		•   Pay for performance design that rewards achievement of rigorous diluted EPS growth targets
				•   Substantially “at risk” with 75% of target bonus earned only if we achieve pre-established diluted EPS targets
				•   Maximum payout of 150% of target realized only if we achieve diluted EPS significantly higher than target
				•   Committee retains negative discretion
Long-Term Incentive Compensation		Variable Equity (stock options and restricted shares)		•   Aligns our executives’ interests with our shareholders
				•   Promotes retention
				•   Annual grants based on company and individual performance for the prior fiscal year that reinforces our pay for performance philosophy
				•   Restricted shares vest 50% on the 3rd anniversary of grant, with 25% vesting on each of the 4th and 5th anniversaries
				•   Stock options vest 25% on each of the 1st through 4th anniversaries of grant
				•   Restricted share vesting schedule is longer than median 4-year period of peer companies
				•   Conservative share usage rate and fully diluted equity overhang
Welfare Benefits and Perquisites		Generally tracks broad-based benefits		•   No supplemental life insurance, financial planning, country club memberships or special health benefits
Retirement		401(k) plan		•   Executives participate on the same basis as all our associates
				•   No pension or supplemental retirement plans; no deferred compensation arrangements

The Committee does not maintain policies for allocating among current and long-term compensation or among cash and non-cash compensation. Instead, the Committee maintains flexibility and adjusts different elements of compensation based upon its evaluation of the company’s key compensation goals set forth above. However, as a general matter, the Committee seeks to utilize equity-based awards to motivate executives to enhance long-term shareholder value and manages the dilutive effects of equity compensation through the company’s share repurchase program.

While compensation levels may differ among NEOs based on competitive factors and the role, responsibilities and performance of each specific NEO, there are no material differences in the compensation philosophies, objectives or policies for our NEOs. However, as executives assume more responsibility, a greater percentage of their total target cash compensation is allocated to annual incentive bonus compensation, and a greater percentage of their total direct compensation is allocated to equity compensation. We do not maintain a policy regarding internal pay equity. However, the Committee considers internal equity as part of its overall review of our compensation programs.

Our executive officers generally do not have employment agreements, and serve at the will of our Board. Similarly, we generally do not enter into severance agreements with, nor do we have established severance

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arrangements for, our executive officers as part of the terms of their employment. This enables our Board to remove an executive officer, if necessary, prior to retirement or resignation. When an executive officer retires, resigns or is terminated, our Board exercises its business judgment in approving an appropriate separation or severance arrangement in light of all relevant circumstances, including the individual’s length of employment, past accomplishments and reasons for separation from the company. Compensation that may become payable following a change in control of the company is discussed below under “ — Change of Control Arrangements.”

Alignment with Compensation Best Practices

The Committee reviews our compensation programs, peer company data and best practices in the executive compensation area. In past years, the Committee has recommended and our Board has approved changes in our compensation policies and practices in order to align with best practices. Key features of our compensation programs that the Committee believes align with best practices in executive compensation are:

What we do:

What we don’t do:

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Shareholder Engagement

In accordance with Section 14A of the Exchange Act, we provide our shareholders with an annual “say on pay” advisory vote on executive compensation. At our 2014 Annual Shareholders Meeting held on January 16, 2014, the advisory vote received the support of 99.6% of the votes cast at the annual meeting.

In its review of our executive compensation programs, the Committee carefully considered the results of the 2014 advisory vote on executive compensation. In addition, we continually monitor the corporate governance and other views of our major institutional shareholders in order to assure alignment of our governance and compensation practices with our institutional shareholders’ standards.

We are committed to continued engagement between shareholders and the company, both through the formal say on pay advisory vote as well as an informal dialogue with our major institutional shareholders. As previously disclosed, we plan to hold the say on pay advisory vote on an annual basis. The Committee will consider feedback from our shareholders along with the results of the advisory vote as it completes its annual review of each pay element and the total compensation packages for our named executive officers with respect to the next fiscal year.

Compensation Committee

The Committee is directly responsible for determining, in consultation with our Board, the goals and objectives of our executive compensation programs and for the ongoing review and evaluation of our compensation programs to determine whether our compensation programs are achieving their intended objectives. The Committee also evaluates the design and mix of our compensation programs and makes adjustments, as appropriate, to manage risk. In consultation with our Board, the Committee has primary responsibility for overseeing and approving all compensation matters relating to, and setting the compensation levels of, the named executive officers and all of our other executive officers and senior officers. The Committee also administers our equity compensation plans. Members of management and independent consultants provide input and recommendations to the Committee, but decisions are ultimately made by the Committee.

How Compensation Decisions Are Made

In August of each year, the Committee receives a formal presentation from F.W. Cook, its independent compensation consultants, who report to the Committee on the competitiveness of the company’s compensation programs, as well as its alignment with the company’s compensation objectives. Based on the benchmarking data prepared by the Committee’s independent compensation consultants and the consultants’ evaluation of the company’s compensation programs, the Human Resources department of the company, with input from our Chief Executive Officer and Chief Financial Officer, compiles management’s recommendations for our annual cash bonus program for the upcoming fiscal year and equity award grants to be made in respect

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of performance for the prior fiscal year. The Committee generally meets in September to review and consider the preliminary management recommendations and makes its final compensation decisions at its October meeting when the company’s fiscal year financial results are being considered by our Board. At its October meeting, the Committee also reviews achievement of the prior fiscal year’s annual cash bonus program and approves the annual bonus payouts. Base salary adjustments are made for our executive officers and other senior officers at the time of their individual performance reviews. Depending on company or individual circumstances, the Committee also may make other compensation decisions during the year.

Role of Executive Officers in Compensation Decisions

As part of its process, the Committee meets with our Chief Executive Officer, our Chairman and our Executive Vice Chairman to obtain recommendations with respect to the structure of our compensation programs and compensation decisions, including the performance of individual executives. The Committee obtains our Chairman’s and Executive Vice Chairman’s input on the compensation of our Chief Executive Officer, and our Chief Executive Officer provides the Committee with input on the compensation of the other named executive officers (other than our Executive Vice Chairman) and other executive officers and senior officers. Our Human Resources department collects and analyzes relevant data, including comparative compensation data prepared by F.W. Cook, which is used by the Committee to make compensation decisions.

Compensation Consultants

The Committee has the sole authority to retain and terminate any third-party compensation consultant and to obtain advice and assistance from internal and external legal, accounting and other advisors. Beginning in 2009, the Committee has relied on competitive market data and analysis prepared by its independent compensation consultants, F.W. Cook. To assist the Committee with its compensation decisions, F.W. Cook recommends to the Committee peer companies and general industry survey data for benchmarking, and provides competitive compensation data, benchmarking and analysis relating to the compensation of our Chief Executive Officer and other executives and senior officers based on such market data. As explained above in the section “— How Compensation Decisions are Made,” the Committee generally evaluates base salary and target bonuses at the beginning of the fiscal year and makes decisions on equity compensation awards (as well as final annual bonus payouts) after the end of the fiscal year. Equity awards were granted in October 2013 in respect of fiscal 2013 performance and in October 2014 in respect of fiscal 2014 performance.

In connection with the Committee’s consideration of the 2015 Omnibus Incentive Plan, F.W. Cook advised the Committee on the design of the plan provisions and the appropriate number of shares to be issuable under the plan. F.W. Cook also furnishes the Committee with competitive compensation data for non-executive directors. F.W. Cook has not provided any other services to the company and will not provide any other services to the company without the approval of the Committee.

Competitive Positioning

In determining the amounts of base salary, incentive cash bonus opportunities and stock-based compensation for the named executive officers (other than our Executive Vice Chairman’s current compensation), and other executive officers and senior officers, the Committee reviewed and benchmarked the compensation levels of the named executive officers and other executive officers and senior officers against market data developed by F.W. Cook. Market data developed by F.W. Cook was comprised of peer group compensation data for the CEO, CFO and three other most highly compensated executives, as reported in the proxy statements of peer companies, together with compensation data by functional position derived from two third-party general industry surveys. Survey data for each position was collected based on functional matches within a revenue range comparable to the company. For our named executive officers (other than our Executive Vice Chairman), F.W. Cook gave one-third weighting to the peer company proxy compensation data and one-third weighting to the data from each of the two general industry surveys. In the case of Mr. Thomas Cox, one of the general industry surveys did not have relevant information, and accordingly, F.W. Cook gave equal weighting to the peer company proxy compensation data and the applicable general industry survey.

In developing the peer group of companies, F.W. Cook consults with the company’s Human Resources department and the Committee Chair to identify companies similar to the company in size and business mix. In addition, by balancing the peer company data with compensation data from two broad general industry

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surveys, the Committee believes that the benchmarking data is more representative of the market place for executive talent and less subject to distortion. Peer companies and the two broad general industry surveys selected in 2013 and 2014 are the same. The Committee believes that the competitive market data compiled by F.W. Cook provides an appropriate benchmarking resource.

The current peer group is listed in the chart below, together with comparative information about revenue, net income, market capitalization, total assets and number of employees. The data in the table below is based on publicly available information as reported in SEC filings made prior to August 2014 and represents the material presented by F.W. Cook to the Committee in August 2014. The company’s revenue and total assets are between the 25^th percentile and median of the peer group; and the company’s net income and market capitalization are above the 75^th percentile of the peer group:

(dollars in millions)
Company		Revenue(1)				Net Income(1),(2)				Total Assets(3)				Market Cap(4)				Employees(5)
Airgas, Inc.		$	5,106			$	355			$	5,872			$	8,091				16,000
Anixter International Inc.			6,266				213				3,050				3,300				8,200
Applied Industrial Technologies, Inc.			2,446				115				1,097				2,121				5,109
Beacon Roofing Supply, Inc.			2,248				57				1,432				1,633				2,999
DXP Enterprises, Inc.			1,300				59				986				1,099				3,207
Fastenal Company			3,499				461				2,283				14,687				17,277
Kaman Corporation			1,708				61				1,148				1,170				4,743
Lawson Products, Inc.			275				(7	)			138				141				1,540
MRC Global Inc.			5,231				129				3,720				2,884				5,150
Patterson Companies, Inc.			4,064				201				2,865				4,108				7,000
Rush Enterprises, Inc.			3,979				62				2,354				1,366				5,295
ScanSource, Inc.			2,868				41				1,252				1,086				1,400
United Natural Foods, Inc.			6,672				124				2,038				3,232				7,300
Watsco, Inc.			3,842				136				1,991				3,591				4,800
WESCO International, Inc.			7,627				248				4,929				3,839				9,200
W.W. Grainger, Inc.			9,667				790				5,311				17,400				23,700
Summary Percentiles: 16 Companies
75th Percentile		$	5,490			$	222			$	3,218			$	3,906				8,450
Median			3,911				127				2,160				3,058				5,223
25th Percentile			2,396				60				1,226				1,317				4,359
MSC Industrial Direct(6)		$	2,734			$	230			$	2,018			$	5,969				6,257
- Percentage rank			31	%			76	%			44	%			83	%			57	%

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Competitive market data prepared by F.W. Cook in late fiscal 2013 was used by the Committee for the following purposes:

Competitive market data prepared by F.W. Cook in late fiscal 2014 was used by the Committee for the following purposes:

In addition, the Committee uses the 2014 F.W. Cook market data to benchmark base salary adjustments for fiscal year 2015, if warranted, and to determine threshold, target and maximum award opportunities under our annual cash incentive bonus program for fiscal year 2015.

The Committee generally seeks to set annual base salary, total target cash compensation (the sum of base salary and target annual bonus) and total target direct compensation (the sum of total target cash compensation and long-term equity compensation) based on achievement of target company performance goals at the median, or 50^th percentile, of the market data. Maximum total cash compensation (the sum of base salary and maximum annual bonus) and maximum total direct compensation (the sum of maximum total cash compensation and long-term equity compensation) generally are targeted to approximate the 75^th percentile of the market data only when the company significantly overachieves its performance goals. The Committee believes that this competitive positioning is consistent with the goals of the company’s compensation programs, by linking pay to performance and providing top-tier compensation only when the company achieves superior performance.

Secondary Comparative Compensation Data

As secondary comparative compensation data for our named executive officers, the Committee also reviewed the median and average compensation levels of the named executive officers at a geographic peer group comprised of five public companies whose headquarters are located on Long Island, New York. F.W. Cook compiled data derived from the most recent proxy statements of these companies. The Committee does not benchmark compensation against this peer group and uses this data only for reference purposes and as additional validation of the primary market data used for benchmarking. In reviewing the data, the Committee noted that fiscal 2014 total direct compensation for our named executive officers was significantly below the 25^th percentile of the geographic peer group.

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The geographic peer group is comprised of the following companies:

Arrow Electronics, Inc.		Cablevision Systems Corporation
CA, Inc.		Henry Schein, Inc.
Pall Corporation

Fiscal Year 2014 Executive Compensation

Summary of Fiscal Year 2014 Compensation Decisions

The Committee believes that management performed well in executing our strategy during fiscal year 2014 and positioning the company for future revenue and earnings growth. Construction of our new Customer Fulfillment Center in Columbus, Ohio was completed and we began operations in September 2014. We continued to build our new growth platform in our Class C Solutions Group business, and we continued to move our portfolio of business towards high retention channels, including VMI, vending, Class C and our websites. As anticipated, these investments in our future, as well as a soft pricing environment, constrained earnings growth. For fiscal 2014, the company achieved adjusted diluted earnings per share of $3.93, exceeding the target EPS payout level under our annual cash incentive bonus program.

Consistent with the Committee’s compensation philosophy, base salaries generally remained below the median level of the market data. Mr. Gershwind’s base salary remained below the 25^th percentile of the market data. Bonus payouts were paid at 98% of the reduced target payout levels, below the median of the competitive market data. Mr. Gershwind’s total cash compensation in 2014 was 16.7% below the 25^th percentile of the market data; Messrs. Kaczka’s and Cox’ total cash compensation approximated the 25^th percentile of the market data; and Mr. Jones’ total cash compensation was slightly higher than the 25^th percentile of the market data. Equity awards granted to our NEOs in October 2014 were set at levels to result in total direct compensation below the 25^th percentile of the market data for Mr. Gershwind, to approximate the 25^th percentile of the market data for Mr. Kaczka, and to approximate the median of the market data for Messrs. Jones and Cox.

Based on company and individual performance, the Committee believes that compensation levels for fiscal year 2014 were appropriate and consistent with the philosophy and objectives of the company’s compensation programs.

Compensation of our Executive Vice Chairman

On October 25, 2012 we announced that Mr. Gershwind had been elected President and Chief Executive Officer, effective January 1, 2013, completing our long-term CEO succession announced in October 2010. As part of our succession planning, Mr. Sandler assumed the position of Executive Vice Chairman of the Board. Mr. Sandler’s annual base salary as Executive Vice Chairman is $775,000, and Mr. Sandler does not participate in our annual incentive bonus plan. In addition, as discussed below, Mr. Sandler does not receive equity awards under our annual equity award program. Mr. Sandler otherwise is entitled to participate in all of the benefit plans generally available to our associates. The Committee has determined that Mr. Sandler’s base salary and benefits properly compensate Mr. Sandler for his ongoing leadership and his years of experience serving the company and does not benchmark Mr. Sandler’s compensation against market data.

As part of the Board’s long-term succession planning, on October 19, 2010, the Committee approved a special grant of 183,418 restricted stock units to Mr. Sandler with a grant date value of $9,999,949. Each restricted stock unit represents the right to receive a share of MSC stock upon satisfaction of certain performance and service conditions. The performance condition required that the company have at least $125 million of net income during either fiscal 2011 or fiscal 2012, and was satisfied by fiscal 2011 performance. As the performance condition has been satisfied, two-thirds of the RSU Award will vest if Mr. Sandler continues to serve as Executive Vice Chairman of the Board until December 31, 2014 and as interim Chief Executive Officer at the request of the Board at any time until such date in the event that Mr. Sandler’s successor, Mr. Gershwind, is no longer serving as Chief Executive Officer for any reason. The remaining one-third of the RSU Award will vest if Mr. Sandler satisfies the aforementioned service condition and continues to serve as Executive Vice Chairman of the Board for an additional period of two years. The

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service condition also initially required Mr. Sandler to continue to serve as Chief Executive Officer through December 31, 2012, subject to such date being accelerated or extended by the Board. All restricted stock units that vest, including dividend equivalents on the vested portion of the grant, are settled in shares of the company’s common stock.

The Committee made this special grant of restricted stock units to Mr. Sandler in order to promote an orderly succession by helping to assure the retention of Mr. Sandler, as well as to incentivize Mr. Sandler to provide succession services. In structuring the RSU Award, the Committee worked with F.W. Cook, its independent compensation consultant. F.W. Cook provided the Committee with competitive data in order to determine the size of the award and the vesting terms. The Committee believes that the RSU Award was competitive and appropriate to achieve the company’s long-term succession goals. In determining the amount and form of the award, the Committee also determined that Mr. Sandler would not receive annual equity incentive awards that Mr. Sandler otherwise would have been eligible to receive in October 2010 and subsequent years and structured the award, in part, to replace these annual equity incentive awards. The RSU Award is subject to the clawback provisions of our Executive Incentive Compensation Recoupment Policy. See “Executive Incentive Compensation Recoupment Policy” below.

Elements of Compensation

We allocate compensation among the following components for our named executive officers (other than our Executive Vice Chairman):

NEO Compensation Showing Equity Awards Granted for Fiscal 2014 Performance

As described in more detail in “— Long-Term Stock-Based Compensation” below, the Committee’s practice is to grant equity-based awards annually in respect of the prior fiscal year’s performance to achieve the desired total direct compensation for the prior fiscal year. The table below shows the components of total direct compensation for fiscal 2014, based on restricted shares and options granted in October 2014 in respect of fiscal 2014 performance. This table is presented to show the compensation actions taken by the Committee with respect to fiscal year 2014. The table differs substantially from the Summary Compensation Table on page 44 of this proxy statement and is not a substitute for the information presented in the Summary Compensation Table.

Named Executive Officer		Base Salary ($)(1)				Annual Incentive Cash Bonus ($)				Stock Awards ($)(2)				Option Awards ($)(2)				Total Direct Compensation ($)
Erik Gershwind			675,000				666,400				474,932				645,987				2,462,319
David Sandler			775,000				—	(3)			—	(3)			—	(3)			775,000
Jeffrey Kaczka			428,645				196,000				231,239				323,746				1,179,630
Douglas Jones			371,526				158,303				179,926				314,986				1,024,741
Thomas Cox			359,192				167,927				199,985	(4)			299,989	(4)			1,027,093	(4)

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Base Salary

Base salaries for our executive officers are established based on the scope of their responsibilities, taking into account competitive market compensation paid by other companies for similar positions, as well as salaries paid to the executives’ peers within the company. Base salaries are typically adjusted each year in connection with the executives’ performance evaluations to take into account competitive market data, individual performance and promotions or changed responsibilities. The Committee seeks to target base salary levels at or below the median of the market data. However, in individual cases, base salary levels may differ based upon the executive’s experience, individual performance and other considerations. Mr. Gershwind’s base salary was increased from $600,000 to $675,000 effective January 1, 2014 in order to bring his base salary closer to the 25^th percentile of the market data. Messrs. Kaczka’s, Jones’ and Cox’ base salaries were increased by 2%. Base salary levels generally remained below the median of the market data.

Annual Incentive Bonus Program

Our annual incentive cash bonus program has two components: a performance component based on achievement of earnings per share levels, and a discretionary component based on the Committee’s qualitative evaluation of management achievement of strategic business initiatives and individual performance. Key elements of the program are as follows:

Fiscal 2014 Annual Incentive Awards for NEOs

For fiscal year 2014, the Committee established target payouts based upon the achievement of adjusted diluted earnings per share of $3.89, reflecting the substantial headwinds facing the company at the beginning of fiscal 2014. The fiscal 2014 plan was designed to provide for target payouts based on achievement of adjusted EPS that was aligned with our business plan and required good execution on the part of management. The Committee recognized that the business plan for fiscal 2014 called for significant investment spending to position the company for future growth and that the macro-economic environment continued to present significant challenges.

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To account for a target adjusted EPS which represented flat growth versus fiscal year 2013 results, the Committee made several modifications to the plan’s design from prior year programs:

For the named executive officers, the following bar graph shows the payout levels as a percentage of the normalized target bonus at different levels of adjusted EPS (and the corresponding year-over-year adjusted EPS growth), assuming full payout of the discretionary component (25% of the normalized target bonus):

For the named executive officers, the following chart shows the annual bonus payout levels (threshold, target, maximum and actual) as a percentage of the reduced target bonus levels for fiscal year 2014 based upon the achievement of adjusted diluted EPS, assuming full payout of the discretionary component of 31.25% of the reduced target payout:

Annual Incentive Bonus Payout Levels

		Adjusted Diluted EPS				Bonus Payout (% Reduced Target)
Actual		$	3.93				98.0	%
Maximum		$	4.50				187.5	%
Target		$	3.89	(1)			100.0	%
Threshold		$	3.50	(2)			31.25	%

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Based on adjusted diluted EPS of $3.93, the company exceeded the target EPS payout level of the EPS component of our bonus program. As described above, the fiscal 2014 program did not provide for any incremental bonus for achievement of EPS levels between the target EPS level of $3.89 and $4.11. Moreover, as described above, because the target EPS level represented flat EPS growth versus fiscal 2013, the target bonus payout levels for the NEOs were reduced to 80% of normal target payout levels, or below the median of the competitive market data. Based on the Committee’s evaluation of management’s execution of the strategic business initiatives described below, the Committee determined to pay slightly less than the full discretionary component of our bonus program. As a result, for each of Messrs. Gershwind, Kaczka, Jones and Cox, the annual bonus payout represented 98% of the reduced target payout level and 78.4% of the normalized target payout level.

The Committee retains discretion to reduce annual bonus payouts below the amounts otherwise payable based on EPS performance where it determines that circumstances exist that had a negative effect on the company but were not reflected in EPS. The Committee did not make any such adjustments for fiscal year 2014.

Each year, the Committee establishes the values of threshold, target and maximum award opportunities under the annual incentive bonus program. The values of these opportunities are based on comparative compensation data as discussed above under “— Competitive Positioning.” Generally, target bonuses are established so that the executive’s target total cash compensation trends toward the median of the market data, with maximum bonuses intended to position the executive’s total cash compensation at approximately the 75^th percentile of the market data. As noted above, for the fiscal 2014 plan, target bonuses were set below the median of the market data. In addition, Mr. Gershwind’s target bonus and total target cash compensation were set to approximate the 25^th percentile of the market data based on Mr. Gershwind’s recent promotion to Chief Executive Officer effective January 1, 2013. For threshold, target and maximum dollar amounts of incentive bonus award opportunities under our annual incentive bonus program for the named executive officers (other than our Executive Vice Chairman), please see the Fiscal Year 2014 Grants of Plan-Based Awards table on page 46 of this proxy statement.

In calculating diluted EPS for purposes of determining bonus payouts, we excluded non-recurring integration and restructuring costs associated with the Class C Solutions Group acquisition, non-recurring costs associated with the co-location of the company’s headquarters in Davidson, North Carolina, and non-recurring executive separation costs. The effect of excluding these non-recurring expenses resulted in adjusted diluted EPS of $3.93 versus GAAP diluted EPS of $3.76. Consistent with prior practice, the Committee excludes items which it determines are not related to the company’s ongoing operational performance so that non-recurring items do not interfere with the incentive purpose of the annual bonus program and to achieve comparability of the annual bonus program on a year-to-year basis.

Annual bonus awards for the named executive officers were made under our shareholder-approved 2005 Omnibus Incentive Plan in order to qualify as deductible performance-based compensation under Section 162(m) of the Internal Revenue Code of 1986. Awards under the plan were made at levels of 1% of EBIT for our Chief Executive Officer and 0.6% of EBIT for other executive officers, subject to the Committee’s exercise of discretion to reduce the actual payouts. Consistent with the Committee’s policy, the Committee exercised its discretion to reduce the payouts under the awards so that actual payouts were equal to the payouts determined under our 2014 annual incentive bonus program.

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For the discretionary component of the annual incentive bonus program, with the participation of senior management, the Committee establishes annual strategic business initiatives at the beginning of each fiscal year, which are aligned with the company’s five-year business plan. Achievement of these strategic initiatives is tracked regularly by management and management reports to our Board and the Committee on a quarterly basis. The Committee believes that this component of the annual incentive bonus program serves to focus management on the achievement of our long-term business strategies. For fiscal year 2014, strategic initiatives included the following:

The Committee also evaluates individual performance as part of the discretionary component of the annual incentive bonus program. The individual performance factors considered under the discretionary component of the annual incentive bonus program are the following:

The Committee believes that bonuses awarded under our annual incentive bonus program appropriately reflected the company’s performance and appropriately rewarded the performance of the named executive officers.

Long-Term Stock-Based Compensation

At its October 2013 and 2014 meetings, the Committee approved annual equity awards, including awards to the named executive officers and other executive officers and senior officers. As noted above, Mr. Sandler no longer participates in the annual equity award program. The Committee’s practice is to grant awards annually at its October meeting at the time our Board reviews financial results for the prior fiscal year. The annual grants are made in respect of the prior fiscal year’s performance and are used by the Committee to achieve the desired total direct compensation for the prior fiscal year.

The Committee grants stock options and restricted shares under our Omnibus Incentive Plan in order to provide competitive compensation, promote retention, and to align the interests of our executives with those of our shareholders. We believe that providing combined grants of stock options and restricted shares effectively focuses our executives on delivering long-term value to our shareholders. Stock options motivate our executives to increase shareowner value because the options only have value to the extent the price of MSC stock on the date of exercise exceeds the stock price on the date of grant, and thus compensation is realized only if the stock price increases over the term of the award. Restricted share awards reward and retain the executives by offering them the opportunity to receive MSC shares on the date the restrictions lapse so long as they continue to be employed by the company. The Committee does not have a policy on allocating between options and restricted stock awards, but seeks to balance the retentive value of restricted stock awards which have a more stable value as compared with options.

The Committee’s policy in recent years has been to provide for vesting in four equal increments on each of the first four anniversary dates of the date of grant for stock options with terms of seven years. For grants

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of restricted stock, the Committee’s policy has been to provide for vesting in three increments, with 50% of the grant vesting on the third anniversary and 25% vesting on each of the fourth and fifth anniversaries, which is longer than the median 4-year vesting period of our peer companies. The Committee believes that this aspect of our equity compensation package promotes executive retention and management stability, and fosters focus on long-term growth aligned with building shareholder value.

In granting equity awards, the Committee takes into consideration the dilutive effect on earnings to all of our shareholders once the shares are issued or vested, and seeks to mitigate this effect by repurchasing shares from time to time under our stock buyback program. The Committee also evaluates and benchmarks its annual equity grants as a percentage of outstanding shares and the fully diluted overhang of outstanding equity awards plus shares available for grant. Our burn rate (or the number of shares of Class A common stock subject to equity awards granted during the fiscal year as a percentage of the weighted-average outstanding shares of Class A common stock) for fiscal 2014 was 0.8%, at the median of our peer companies; our 3-year average burn rate for fiscal 2012 through fiscal 2014 was 0.8%, at the 25^th percentile of our peer companies. These figures reflect a more conservative share usage rate than most of our peers and evidence our efforts to reasonably manage our equity compensation share pool and the corresponding potential dilutive impact to our shareholders. Our fully diluted equity overhang as of the fiscal 2014 year end is below the 25^th percentile of our peer companies.

As discussed below under “— Change of Control Arrangements,” the vesting of outstanding stock options and the lapse of restrictions on restricted stock only accelerate if there is both a change in control of the company and if such awards are not continued, assumed or substituted in connection with the transaction or if there is a termination of employment without cause (or for executives with change in control agreements, a termination by the executive for good reason) within one year (two years for executives with change in control agreements) following the change in control. Because there is no acceleration of awards unless there is both a change in control and, either the awards would be terminated or the grantee’s employment is terminated following the change in control, we consider our outstanding equity awards to be subject to “double trigger” accelerated vesting.

Grants During Fiscal Year 2014 (in Respect of Fiscal Year 2013 Performance)

The number of stock options and restricted shares granted to the named executive officers in fiscal year 2014, and the grant-date fair value of these awards determined in accordance with FASB ASC Topic 718, are shown in the Fiscal Year 2014 Grants of Plan-Based Awards table on page 46 of this proxy statement. These equity awards were granted in respect of fiscal year 2013 performance. Equity awards granted in October 2013 were based on overall company and individual performance of the named executive officers, and resulted in total direct compensation below the 25^th percentile of the competitive market data for Mr. Gershwind, approximating the 25^th percentile for Messrs. Kaczka and Cox, and between the 50^th and 75^th percentiles of the market data for Mr. Jones. As discussed above, Mr. Sandler no longer participates in our annual equity award program.

Grants During Fiscal Year 2015 (in Respect of Fiscal Year 2014 Performance)

The number of stock options and restricted shares granted to the named executive officers in fiscal year 2015, and the grant-date fair value of these awards determined in accordance with FASB ASC Topic 718, are shown in the Equity Awards Granted in the First Quarter of Fiscal Year 2015 table on page 48 of this proxy statement. These equity awards were granted in respect of fiscal year 2014 performance. Equity awards granted in October 2014 were based on overall company and individual performance of the named executive officers, and resulted in total direct compensation below the 25^th percentile of the competitive market data for Mr. Gershwind, approximating the 25^th percentile for Mr. Kaczka, and approximating the median of the market data for Messrs. Jones and Cox. As discussed above, Mr. Sandler no longer participates in our annual equity award program (or annual incentive bonus plan) and his compensation is not benchmarked against the competitive market data.

Administration of Equity Award Grants

The Committee grants options with exercise prices set at the market price on the date of grant, based on the closing market price on the date of grant. Our current policy is that options and restricted share awards to executive officers and other senior officers are granted on an annual basis at the October meeting of the

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Committee, which occurs when our Board reviews annual financial results and when the Committee completes its annual compensation review process. The approval process specifies:

Grants for associates other than officers also are approved by the Committee and the Committee does not delegate authority for making grants to any member of management. Our current policy provides that off-cycle grants and promotion and new hire grants may be approved at regularly scheduled or special meetings. We do not time our equity award grants relative to the release of material non-public information.

Hedging Policy; Pledging

Under our insider trading policy, short-selling, margin transactions, trading in exchange-traded options and engaging in hedging transactions such as prepaid variable forward contracts, are prohibited. Our insider trading policy also prohibits pledging shares in margin accounts. Associates and directors may only pledge company shares as collateral for a loan outside of a margin account up to 10% of their ownership of company shares (excluding options and unvested restricted shares), provided that shares required to be held pursuant to our stock ownership guidelines may not be pledged. Our Nominating and Corporate Governance Committee retains discretion to permit limited exceptions to the 10% restriction. None of our executive officers or directors currently has pledged any company shares.

Benefits and Perquisites

We provide our executives with certain health and insurance benefits, as well as travel and other perquisites. Our executives can participate in our 401(k) plan (which includes company matching contributions of 50% up to the first 6% of a participant’s contributions), our Associate Stock Purchase Plan and our health benefit and insurance programs on the same basis as all our associates. We also provide our executives with either a car allowance or a leased vehicle. Generally, our travel policies provide that executives travel coach class (domestic) and business class (international) on company business and pay the travel and related expenses of any family member that may accompany them.

We do not provide any other executive perquisites such as supplemental life insurance, financial planning, country club membership, or special health benefits.

Change of Control Arrangements

All of our current named executive officers are parties to “change in control” severance arrangements, other than Mr. Sandler, whose change in control agreement terminated on December 31, 2012. For a description of our executives’ change in control agreements, see the section entitled “Executive Compensation — Potential Payments Upon Termination or Change in Control” on page 51 of this proxy statement.

We believe that such arrangements are important to promote the stability of our business and our key personnel during the transition period following a change in control transaction, and to keep our executives focused on the business rather than on their employment prospects. These arrangements serve to assure the retention of key executives in order to successfully execute a change of control transaction. To this end, the change of control benefits only are provided if the executive remains with the company through the change of control and if there is a termination of employment without cause or by the executive for good reason, commonly referred to as a “double trigger.” See the section entitled “Executive Compensation — Potential Payments Upon Termination or Change in Control — Change in Control Agreements” on page 51 of this proxy statement. We do not have any other severance arrangements with our named executive officers, other than as provided in Mr. Sandler’s restricted stock unit award discussed in such section and in respect of the operation of the acceleration features of our equity plans discussed below.

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As discussed in more detail in the section entitled “Executive Compensation — Potential Payments Upon Termination or Change in Control — Equity Award Plans” on page 52 of this proxy statement, since January 2006, all stock options and restricted stock awards have been made under our 2005 Omnibus Incentive Plan. Under our 2005 Omnibus Incentive Plan, in the event of a change in control transaction pursuant to a merger agreement, outstanding stock options and restricted stock awards shall be continued, assumed or substituted if so provided in the merger agreement. If the merger agreement does not provide for continuation, assumption or substitution of equity awards, the vesting of outstanding options shall accelerate and the restrictions applicable to all restricted stock awards shall lapse. In addition, following any change in control, if an associate’s employment is terminated without cause within one year following the change in control, vesting also shall accelerate. For executive officers with change in control agreements, the protection period is extended to two years and vesting also accelerates in cases of termination by the executive for good reason. The Committee believes that these provisions provide our Board with appropriate flexibility to address the treatment of options and restricted shares in a merger or similar transaction that is approved by our Board, while providing appropriate protections to our executives and other associates in transactions which are not approved by our Board. Because there is no acceleration of awards unless there is both a change in control and, either the awards are terminated or the grantee’s employment is terminated following the change in control, we consider our outstanding equity awards to be subject to “double trigger” accelerated vesting.

Separation Agreement with Ms. McGuire

Ms. McGuire resigned from the company effective February 28, 2014. In connection with Ms. McGuire’s resignation, we entered into a separation agreement on January 13, 2014. Under the terms of the separation agreement, in consideration for a general release and subject to compliance with non-competition, non-solicitation, confidentiality and cooperation provisions, Ms. McGuire is entitled to receive (i) cash severance of $1,060,460, payable over a three-year period, (ii) a payment of $500,000 in recognition of Ms. McGuire’s long-standing tenure and contribution, payable over a three-year period, (iii) a pro rata incentive bonus for fiscal year 2014, based on actual company performance, (iv) continued vesting of outstanding restricted stock awards, (v) acceleration of vesting of outstanding stock options, (vi) COBRA health insurance coverage for 18 months, (vii) a lump sum payment of $120,000 for relocation costs, and (vii) continued use of the company-leased automobile for the remainder of the lease term.

Jeffrey Kaczka Retirement and Transition Agreement

For a discussion of Mr. Kaczka’s Retirement and Transition Agreement, please see “Jeffrey Kaczka Retirement and Transition Agreement” on page 54 of this proxy statement.

Thomas Cox Separation Agreement

For a discussion of Mr. Cox’s Separation Agreement, please see “Thomas Cox Separation Agreement” on page 55 of this proxy statement.

Executive Incentive Compensation Recoupment Policy

Upon recommendation of the Committee, our Board adopted in October 2009 an Executive Incentive Compensation Recoupment Policy. The policy covers all executive officers of the company, as well as the company’s corporate controller, and applies to incentive awards under our annual incentive compensation plan and equity awards under our equity plans, granted or awarded after the adoption of the Policy. The policy provides our Board with discretion to obtain recoupment of awards as follows:

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The Board only may seek recoupment in cases of a Restatement if either the Restatement shall have occurred within 36 months of the publication of the audited financial statements that have been restated, or the Audit Committee of the Board shall have taken steps to consider a Restatement prior to the end of such 36 months and the Restatement occurs within 48 months of the publication of the audited financial statements.

In the event of a change in control, as defined in our Omnibus Incentive Plans, the company’s right to seek recoupment shall terminate.

Executive Stock Ownership Guidelines

To more closely align the interests of our management with those of our shareholders, our Board of Directors, upon the recommendation of the Nominating and Corporate Governance Committee, adopted in November 2011 stock ownership guidelines for all of our executive officers. The ownership guidelines provide for our Section 16 executive officers to own a minimum number of shares, which (i) for each of our Chairman, Executive Vice Chairman and Chief Executive Officer, is the number of shares having a value equal to at least six times such individual’s annual base salary, (ii) for our Chief Operating Officer, is the number of shares having a value equal to at least four times such executive’s annual base salary, (iii) for any Executive Vice President, is the number of shares having a value equal to at least three times such executive’s annual base salary, (iv) for any Senior Vice President, is the number of shares having a value equal to at least two times such executive’s annual base salary, and (v) for any Vice President, is the number of shares having a value equal to at least one times such executive’s annual base salary. All shares held by our executives, including unvested restricted shares and restricted stock units but not including shares underlying unexercised stock options, count toward these guidelines. The guidelines provide for our executives to reach these goals within the later of five years from the date on which the guidelines were adopted or five years from the date on which the executive is appointed. Once an executive has attained his or her minimum ownership requirement, he or she must maintain at least that level of ownership. If an executive has not satisfied his or her proportionate minimum stock ownership guideline, the executive must retain an amount equal to 100% of the net shares (i.e., after tax withholding and shares sold to pay the exercise price of option) received as a result of the exercise of stock options or the vesting of restricted shares or restricted stock units. All of our executive officers and our Non-Executive Chairman are in compliance with their current stock ownership guidelines. In addition to our stock ownership guidelines, we believe that the extended vesting provisions of our options and restricted stock awards for our executives properly align their interests with those of our shareholders, and encourage and incentivize long-term planning and strategic initiatives to enhance shareholder value.

Federal Income Tax Deductibility of Executive Compensation

Section 162(m) of the Internal Revenue Code of 1986 prevents us from taking a tax deduction for non-performance-based compensation in excess of $1 million in any fiscal year paid to our Chief Executive Officer and the three other most highly compensated executive officers (excluding our Chief Financial Officer). We design our compensation programs to consider the effect of Section 162(m) together with the objectives of our compensation programs. Stock options granted under our equity compensation plans are intended to qualify as performance-based compensation for purposes of Section 162(m), but annual restricted share awards under such plans do not qualify as performance-based compensation, and are therefore subject to the $1 million limit on deductible compensation. Annual cash bonuses under our fiscal year 2014 annual cash incentive program

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were made under our shareholder-approved 2005 Omnibus Incentive Plan and are intended to qualify as performance-based compensation for purposes of Section 162(m). Although the Compensation Committee may determine it necessary to pay non-deductible compensation to achieve our executive compensation objectives, we do not anticipate that we will pay any material non-deductible compensation.

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COMPENSATION RISK ASSESSMENT

The Compensation Committee of our Board engaged F.W. Cook to conduct a comprehensive risk assessment of our incentive-based compensation plans in 2013 to assist the Compensation Committee in its compensation risk assessment. In its report to the Compensation Committee, F.W. Cook determined that our incentive plans were well-aligned with sound compensation design principles. In 2014, at the request of the Compensation Committee, F.W. Cook updated and confirmed its earlier assessment. Based on the Compensation Committee’s review and the F.W. Cook reports, the Compensation Committee believes that our compensation programs do not encourage excessive or inappropriate risk-taking on the part of our associates, including our executive and senior officers. The Compensation Committee believes that the design and mix of our compensation programs appropriately encourage our executive and senior officers to focus on the creation of long-term shareholder value. In its review, the Compensation Committee noted the following features:

In addition to the design and mix of our compensation programs, to further align our executive officers’ interests with our shareholders and mitigate risk relating to our compensation programs, we have adopted an Executive Incentive Compensation Recoupment Policy, which is described in the section entitled “Compensation Discussion and Analysis — Executive Incentive Compensation Recoupment Policy,” and stock ownership guidelines for all of our executive officers, which is described in the section entitled “Compensation Discussion and Analysis — Executive Stock Ownership Guidelines.”

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COMPENSATION COMMITTEE REPORT

The information contained under this “Compensation Committee Report” shall not be deemed to be “soliciting material” or to be “filed” with the SEC, nor shall such information be incorporated by reference into any filings under the Securities Act, or under the Exchange Act, or be subject to the liabilities of Section 18 of the Exchange Act, except to the extent that we specifically incorporate this information by reference into any such filing.

The Compensation Committee of our Board has reviewed and discussed with management the Compensation Discussion and Analysis that precedes this report. Based on this review and discussion, the Committee recommended to our Board that the Compensation Discussion and Analysis be included in this proxy statement.

Submitted by the Compensation Committee of the Board,

Denis Kelly (Chairman)
Jonathan Byrnes
Roger Fradin
Louise Goeser
Philip Peller

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EXECUTIVE COMPENSATION

Summary Compensation Table

The table below sets forth the compensation of the following named executive officers for services rendered to the company during the fiscal years ended August 30, 2014, August 31, 2013 and September 1, 2012:

A detailed description of the plans and programs under which our named executive officers received the following compensation can be found in the section entitled “Compensation Discussion and Analysis” preceding this discussion. Additional information about these plans and programs is included in the additional tables and discussions which follow the Summary Compensation Table.

Name and Principal Position		Year				Salary ($)(1)				Bonus ($)(2)				Stock Awards ($)(3)				Option Awards ($)(4)				Non-Equity Incentive Plan Compensation ($)(5)				All Other Compensation ($)(6)				Total ($)
Erik Gershwind			2014				648,491				—				499,962				679,987				666,400				19,758				2,514,598
President and Chief Executive Officer			2013				547,500				—				269,991				479,999				200,000				18,930				1,516,420
			2012				440,988				—				259,958				472,814				430,400				19,758				1,623,918
David Sandler			2014				775,030				—				—				—				—				270,046				1,045,076
Executive Vice Chairman			2013				780,192				—				—				—				—				350,852				1,131,044
			2012				810,769				—				—				—				1,136,000				688,403				2,635,172
Jeffrey Kaczka			2014				423,664				—				249,940				349,993				196,000				21,152				1,240,749
Executive Vice President and Chief Financial Officer			2013				415,359				—				199,975				349,987				52,242				20,687				1,038,250
			2012				420,323				100,000				199,937				349,990				250,700				102,605				1,423,555
Douglas Jones			2014				368,670				—				199,985				349,993				158,303				18,230				1,095,181
Executive Vice President, Chief Supply Chain Officer			2013				361,439				—				199,975				349,987				49,248				97,239				1,057,888
			2012				366,433				—				199,937				349,990				236,300				14,354				1,167,014
Thomas Cox(7)			2014				355,159				—				199,985				299,989				167,927				11,796				1,034,856
Former Executive Vice President, Sales			2013				348,192				—				259,989				472,819				52,242				11,290				1,144,532
			2012				352,412				—				259,958				472,814				250,700				13,478				1,349,362
Eileen McGuire(8)			2014				205,584				—				1,209,772	(9)			735,351	(10)			—				530,740				2,681,447
Former Executive Vice President, Human Resources			2013				323,317				—				259,989				240,000				49,248				65,997				938,551
			2012				320,987				—				140,983				236,407				236,300				18,351				953,028

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Fiscal Year 2014 All Other Compensation

Name		Auto Allowance ($)				401(k) Match ($)				Group Term Life Insurance ($)				Dividend Equivalent Units ($)(1)				Tax Gross-Ups ($)(2)				Relocation Expenses ($)(3)				Severance ($)(4)				Total ($)
Erik Gershwind			12,000				7,578				180				—				—				—				—				19,758
David Sandler			2,741				7,558				774				258,973				—				—				—				270,046
Jeffrey Kaczka			12,689				7,800				663				—				—				—				—				21,152
Douglas Jones			10,163				7,697				370				—				—				—				—				18,230
Thomas Cox			3,979				7,403				414				—				—				—				—				11,796
Eileen McGuire			12,207				3,434				156				—				8,245				15,000				491,698				530,740

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Fiscal Year 2014 Grants of Plan-Based Awards

The following table shows the stock option and restricted stock awards granted to our named executive officers in fiscal year 2014 (with respect to fiscal year 2013 performance) and the estimated possible payouts under the cash incentive awards granted to our named executive officers in respect of fiscal year 2014 performance. In fiscal year 2014, Mr. Sandler did not receive any grants of plan-based awards.

		Grant Date				Estimated Possible Payouts under Non-Equity Incentive Plan Awards												All Other Stock Awards: Number of Shares of Stock or Units (#)(2)				All Other Option Awards: Number of Securities Underlying Option (#)(3)				Exercise or Base of Option Awards ($/Sh)(4)				Grant Date Fair Value of Stock and Option Awards ($)(5)
Name						Threshold ($)(1)				Target ($)(1)				Maximum ($)(1)
Erik Gershwind			—				212,500				680,000				1,275,000				—				—				—				—
			10/23/2013				—				—				—				6,115				—				—				499,962
			10/23/2013				—				—				—				—				45,393				81.76				679,987
Jeffrey Kaczka			—				62,500				200,000				375,000				—				—				—				—
			10/23/2013				—				—				—				3,057				—				—				249,940
			10/23/2013				—				—				—				—				23,364				81.76				349,993
Douglas Jones			—				50,479				161,533				302,876				—				—				—				—
			10/23/2013				—				—				—				2,446				—				—				199,985
			10/23/2013				—				—				—				—				23,364				81.76				349,993
Thomas Cox			—				53,548				171,355				321,290				—				—				—				—
			10/23/2013				—				—				—				2,446				—				—				199,985
			10/23/2013				—				—				—				—				20,026				81.76				299,989
Eileen McGuire			—				50,479				161,533				302,876				—				—				—				—
			10/23/2013				—				—				—				3,180				—				—				259,997
			10/23/2013				—				—				—				—				16,021				81.76				239,995
			1/13/2014				—				—				—				11,128	(6)			—				—				949,775	(6)
			1/13/2014				—				—				—				—				4,093	(7)			54.52				126,187	(7)
			1/13/2014				—				—				—				—				6,690	(7)			66.69				124,835	(7)
			1/13/2014				—				—				—				—				11,757	(7)			69.46				186,819	(7)
			1/13/2014				—				—				—				—				16,021	(7)			81.76				57,515	(7)

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Dividends declared from time to time on our outstanding shares of Class A common stock are paid on our restricted stock awards, including the portion on which the restrictions have not lapsed, since the shares are outstanding. The quarterly dividend rate for each quarter of fiscal year 2014 was $0.33 per share.

Equity Awards Granted in the First Quarter of Fiscal Year 2015

On October 22, 2014, we granted stock options and restricted stock to all of our current named executive officers, other than Mr. Sandler, with respect to fiscal year 2014 performance. These awards, which are not listed in the above tables, are as follows:

Name		Number of Stock Options Granted (#)(1)				Value of Stock Options Granted ($)(2)				Number of Restricted Shares Granted (#)(3)				Value of Restricted Shares Granted ($)(4)
Erik Gershwind			45,945				645,987				5,720				474,932
Jeffrey Kaczka			23,026				323,746				2,785				231,239
Douglas Jones			22,403				314,986				2,167				179,926

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Outstanding Equity Awards at 2014 Fiscal Year-End Table

The following table shows the amount of outstanding stock option, restricted stock and restricted stock unit awards previously granted and held by the named executive officers as of August 30, 2014.

The market value of the stock awards is based on the closing price of a share of our Class A common stock as of August 29, 2014, the last business day of our 2014 fiscal year, which was $90.14.

		Option Awards																Stock Awards
		Number of Securities Underlying Unexercised Options (#)				Number of Securities Underlying Unexercised Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)
Name		Exercisable				Unexercisable
Erik Gershwind			18,928				—				44.17				10/12/2016				—				—
			24,557				8,186	(1)			54.52				10/18/2017				—				—
			13,379				13,379	(2)			66.69				10/20/2018				—				—
			7,838				23,514	(3)			69.46				10/23/2019				—				—
			—				45,393	(4)			81.76				10/22/2020				—				—
			—				—				—				—				798	(5)			71,932
			—				—				—				—				2,384	(6)			214,894
			—				—				—				—				3,898	(7)			351,366
			—				—				—				—				3,887	(8)			350,374
			—				—				—				—				6,115	(9)			551,206
David Sandler			—				—				—				—				—				—
			—				—				—				—				4,245	(5)			382,644
			—				—				—				—				198,060	(10)			17,853,129
Jeffrey Kaczka			—				9,904	(2)			66.69				10/20/2018				—				—
			5,715				17,145	(3)			69.46				10/23/2019				—				—
			—				23,364	(4)			81.76				10/22/2020				—				—
			—				—				—				—				2,248	(11)			202,635
			—				—				—				—				2,998	(7)			270,240
			—				—				—				—				2,879	(8)			259,513
			—				—				—				—				3,057	(9)			275,558
Douglas Jones			6,059				6,060	(1)			54.52				10/18/2017				—				—
			9,903				9,904	(2)			66.69				10/20/2018				—				—
			5,715				17,145	(3)			69.46				10/23/2019				—				—
			—				23,364	(4)			81.76				10/22/2020				—				—
			—				—				—				—				798	(5)			71,932
			—				—				—				—				1,834	(6)			165,317
			—				—				—				—				2,998	(7)			270,240
			—				—				—				—				2,879	(8)			259,513
			—				—				—								2,446	(9)			220,482
Thomas Cox			14,557				8,186	(1)			54.52				10/18/2017				—				—
			13,379				13,379	(2)			66.69				10/20/2018				—				—
			7,720				23,163	(3)			69.46				10/23/2019				—				—
			—				20,026	(4)			81.76				10/22/2020				—				—
			—				—				—				—				1,472	(5)			132,686
			—				—				—				—				2,384	(6)			214,894
			—				—				—				—				3,898	(7)			351,366
			—				—				—				—				3,743	(8)			337,394
			—				—				—				—				2,446	(9)			220,482
Eileen McGuire			—				—				—				—				489	(5)			44,078
			—				—				—				—				843	(6)			75,988
			—				—				—				—				1,409	(7)			127,007
			—				—				—				—				2,494	(12)			224,809
			—				—				—				—				2,119	(13)			191,007