Good morning, ladies and gentlemen. I am Martina McIsaac, President, Chief Executive Officer, and a Director of MSC Industrial Direct Co., Inc. On behalf of the company, I want to welcome you and thank you for attending this annual meeting of shareholders. This year's annual meeting is being held virtually, with no physical meeting. All shareholders entitled to vote at this meeting have the ability to do so online. The polls will remain open during the business portion of the meeting. If you wish to cast a vote, please do so by following the instructions on the virtual meeting website. While the meeting is virtual, we welcome questions from our shareholders. When we come to the Q&A portions of the meeting, we will answer questions from shareholders. You can submit your live questions through the text box located on your screen. Please note that this meeting is being recorded.
Before proceeding to the business of the meeting, I would like to remind everyone that this meeting is governed by New York law and the company's Third Amended and Restated bylaws, and as such, is subject to certain formal procedures. Upon connecting to the meeting via the virtual meeting website, the agenda and the rules of conduct for the meeting were available to each of you. In order to conduct an orderly and efficient meeting, we ask that each of you abide by the rules of conduct. I would now like to introduce the other current directors of the company who are present at this meeting: Mitchell Jacobson, who serves as our Non-Executive Chairman of the Board, Erik Gershwind, who serves as our Non-Executive Vice Chair of the Board, and Louise Goeser, Michael Kaufman, Robert Arns, Steven Paladino, and Philip Peller, who serve as our independent directors.
I would also like to introduce Neal Dongre, who serves as our Senior Vice President, General Counsel, and Corporate Secretary, and is also present at this meeting. I would also like to introduce Jeff Ledford of Ernst & Young LLP, our independent registered public accounting firm. During the question and answer period with our independent registered public accounting firm, Mr. Ledford will be available to respond to any appropriate questions from shareholders. The meeting is called to order. I will act as chair of this meeting, and Mr. Dongre will act as secretary of this meeting. Will the secretary please report the number of shares outstanding and entitled to vote at this meeting?
The Board of Directors set the close of business on November 24, 2025, as the record date for shareholders entitled to notice of and to vote at this meeting. A certified list of shareholders entitled to vote at the meeting is available and may be inspected by any shareholder. As of the record date, 55,791,582 shares of Class A common stock were outstanding, each Class A share being entitled to one vote on all matters properly before the meeting.
We've received an affidavit of distribution establishing that notice of this meeting was duly given. A copy of the notice of meeting and the affidavit of distribution will be kept with the minutes of this meeting.
Under New York law and the company's Third Amended and Restated bylaws, the presence in person or by proxy of the holders of a majority of the total shares of our Class A common stock that are entitled to vote is necessary to constitute a quorum. A tally by the inspector of election indicates that a quorum is present. A final count of the exact number of shares present will be included in the minutes of this meeting.
Peter W. Descovich of Broadridge Financial Solutions, Inc, has been appointed as inspector of election for this meeting. He has taken the customary oath of office, which will be filed with the permanent records of the meeting. The meeting has been called to consider and vote on the following proposals, as more fully described in the proxy statement that was furnished to our shareholders in connection with this meeting: one, to elect the 10 directors nominated by the Board of Directors; two, to ratify the appointment of Ernst & Young to serve as our independent registered public accounting firm for fiscal year 2026; three, to approve on an advisory basis the compensation of our named executive officers; and four, to approve amendment number one to the company's Amended and Restated Associate Stock Purchase Plan.
The election of each nominee for director, the ratification of the appointment of Ernst & Young to serve as our independent registered public accounting firm for fiscal year 2026, the approval on an advisory basis of the compensation of our named executive officers, and the approval of amendment number one to the Associate Stock Purchase Plan each requires the affirmative vote of a majority of the aggregate votes cast on such proposal in person or by proxy at this meeting. This meeting will take up separately each item of business. I would request that any discussion in connection with an item be limited to that item. Following completion of discussion on all proposals, voting on all proposals will take place. The first order of business is the election of directors. In keeping with good corporate governance practice, the proposed slate includes a majority of independent nominees for director.
The company's 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 to the Board of Directors. I recognize Mr. Neal Dongre.
I nominate the following persons named in the proxy statement for election as directors of the company to hold office in accordance with and subject to the provisions of the company's Third Amended and Restated bylaws until the company's 2027 annual meeting of shareholders and until their successors are duly elected and qualified: Martina McIsaac, Erik Gershwind, Louise Goeser, Mitchell Jacobson, Michael Kaufman, Robert Arns, Steven Paladino, Philip Peller, Raquel Purcell, and Rudina Seseri.
I second the nomination and direct that the persons nominated as directors be voted upon by all those who have not previously voted by proxy. The next item of business is consideration of the ratification of the appointment of Ernst & Young to serve as our independent registered public accounting firm for fiscal year 2026. Ernst & Young has served as our independent registered public accounting firm since 2002. After review of their past performance, the Audit Committee has appointed Ernst & Young to serve as the company's independent registered public accounting firm for fiscal year 2026.
Although shareholder ratification of the Audit Committee's action in this respect is not required, the Board of Directors is submitting the appointment of Ernst & Young to the company shareholders for ratification as a matter of good corporate governance, and if the shareholders fail to ratify the appointment, the Audit Committee intends to reconsider its appointment of Ernst & Young as our independent registered public accounting firm. A representative of Ernst & Young is present and will answer any appropriate questions from shareholders during the later question and answer period with our independent registered public accounting firm.
I move that the proposal to ratify the appointment of Ernst & Young to serve as the company's independent registered public accounting firm for fiscal year 2026 be voted upon by the shareholders of the company.
I second the motion and call for a vote on the proposal to ratify the appointment of Ernst & Young to serve as the company's independent registered public accounting firm for fiscal year 2026. The next item of business is to vote to approve on an advisory basis the compensation of our named executive officers. This vote is advisory, which means that the shareholder vote on this proposal will not be binding on the company, the Compensation Committee, or the Board. However, the Compensation Committee and the Board value the opinions of the company shareholders and will carefully consider the outcome of the vote when making future compensation decisions for the named executive officers of the company.
I move that the proposal to approve on an advisory basis the compensation of our named executive officers be voted upon by the shareholders of the company.
I second the motion and call for a vote to approve on an advisory basis the compensation of our named executive officers. The final item of business is to vote to approve amendment number one to the company's Amended and Restated Associate Stock Purchase Plan. If approved, the amendment will increase the number of shares available for sale under the plan by 300,000 shares of the company's Class A common stock and extend the plan's term for an additional five years through October 31, 2035. The full text of amendment one is attached to the proxy statement.
I move that the proposal to approve amendment number one to the company's Amended and Restated Associate Stock Purchase Plan be voted upon by the shareholders of the company.
I second the motion and call for a vote to approve amendment number one to the company's Amended and Restated Associate Stock Purchase Plan. We will now entertain questions from any interested shareholders present regarding the proposals to be voted upon. Please follow the instructions provided on the virtual meeting website to submit questions, and please adhere to the rules of conduct. Please stand by while we review the questions submitted, if any, regarding the proposals to be voted on. Since there are no questions, we will now proceed to the voting on all matters. The polls have been opened during the meeting to vote on the four proposals presented to shareholders. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so at this time by following the instructions on the virtual meeting website.
Please remember that if you have already voted by proxy, it is not necessary to vote again. Polls will remain open for one more minute, after which we will close the polls, and the inspector of election will provide his preliminary report. One minute having elapsed, the polls are now closed. I instruct the inspector of election to count the votes and submit the tally to the secretary. While the inspector of election is counting the votes, we will now entertain any questions for the company's independent registered public accounting firm from any shareholders who are present. There will be a separate question and answer period with management after the close of the meeting. Please follow the instructions provided on the virtual meeting website to submit questions. Since there are no questions, I ask the secretary to report on the vote on the proposals presented at the meeting.
The inspector has reported that more than a majority of the votes cast has been voted for each of: one, the nominees for election as directors, two, the ratification of the appointment of Ernst & Young to serve as our independent registered public accounting firm for fiscal year 2026, three, the approval on an advisory basis of the compensation of our named executive officers, and four, approval of amendment number one to the company's Amended and Restated Associate Stock Purchase Plan.
I therefore declare that Martina McIsaac, Erik Gershwind, Louise Goeser, Mitchell Jacobson, Robert Arns, Michael Kaufman, Steven Paladino, Philip Peller, Raquel Purcell, and Rudina Seseri have been elected as members of the Board of Directors to hold office in accordance with and subject to the provisions of the company's Third Amended and Restated bylaws until the company's 2027 annual meeting of shareholders and until their successors are duly elected and qualified. I also declare that the shareholders have: one, ratified the appointment of Ernst & Young to serve as our independent registered public accounting firm for fiscal year 2026. Two, approved on an advisory basis the compensation of our named executive officers. And three, approved amendment number one to the company's Amended and Restated Associate Stock Purchase Plan.
The inspector of elections will file the certificate with respect to the results of the voting in the company's minutes of the meeting. Is there any other business to be brought before the meeting? If there is no other business, the 2026 annual meeting of shareholders of MSC Industrial Direct Co., Inc is adjourned. Thank you for your attendance.
The meeting has now concluded. Thank you for joining, and have a pleasant day.