MELVILLE, N.Y. and DAVIDSON, N.C., Oct. 4, 2023 /PRNewswire/ -- MSC INDUSTRIAL SUPPLY CO. (NYSE: MSM), "MSC", or the "Company", a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services, today announced its shareholders approved the previously announced reclassification of the Company's equity structure, including the elimination of the Company's Class B Common Stock which is held by the Jacobson/Gershwind family and entities affiliated with the family.
As a result of the shareholder vote, each outstanding share of the Company's high-voting Class B shares (10 votes per share) will be exchanged for 1.225 Class A shares (1 vote per share) in stock. Additionally, the Company will adopt a majority of the shares outstanding standard (replacing the current required 2/3 vote) to approve fundamental transactions, such as a merger, and a majority of the votes cast standard for uncontested Board election.
The Jacobson/Gershwind family will remain MSC's largest shareholder following the reclassification, owning approximately 21% of the Company's Class A shares, and will be subject to certain standstill and lock-up provisions. The voting power of the Jacobson/Gershwind family will be limited to 15% of shares outstanding, and any shares it beneficially owns in excess of 15% will be voted pro rata with the votes of the Class A shareholders unaffiliated with the family. The Jacobson/Gershwind family will have the right to nominate (i) two directors so long as the Jacobson/Gershwind family beneficially owns at least 10% of the outstanding Class A Common Stock and (ii) one director so long as the Jacobson/Gershwind family beneficially owns less than 10% but at least 5% or more of the outstanding Class A Common Stock.
According to the preliminary results announced at the special meeting, subject to certification by the independent Inspector of Election, over 85% of the issued and outstanding shares of Class A Common Stock held by unaffiliated Class A holders voted to approve the reclassification proposal with an approval rate of approximately 99%. The final voting results for each of the proposals will be reported in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission after certification by the Inspector of Elections. MSC currently anticipates that the reclassification will be completed prior to the opening of trading on the New York Stock Exchange on October 5, 2023.
About MSC Industrial Supply Co.
MSC Industrial Supply Co. (NYSE: MSM) is a leading North American distributor of a broad range of metalworking and maintenance, repair and operations (MRO) products and services. We help our customers drive greater productivity, profitability and growth with approximately 2.3 million products, inventory management and other supply chain solutions, and deep expertise from more than 80 years of working with customers across industries
