MSC to Eliminate Dual-Class Structure - Modern Distribution Management

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MSC to Eliminate Dual-Class Structure

The company made the decision based on the recommendation of a special committee composed entirely of independent directors.
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On June 21, MRO product and service distributor MSC Industrial Supply Co. announced that its Board of Directors has approved — and will recommend to shareholders for approval — the 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.

The decision is based on the recommendation of a special committee composed entirely of independent directors, MSC said in a news release.

Under the terms of the reclassification agreement, 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. The agreement follows the Jacobson/Gershwind family’s previously disclosed proposal to exchange each Class B share for 1.35 Class A shares, according to the news release.

On MDM’s 2023 Top Distributors Lists, MSC ranks No. 13 for industrial distributors, No. 6 for MRO distributors and No. 5 for fastener distributors.

MSC said it expects a number of beneficial voting and governance changes as a result of the reclassification, including:

  • Limitations on family voting.
  • Enhancements to governance.
  • Further enhancing Board independence.
  • Active capital allocation.

Read more about the reclassification here.

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