MSC Industrial shareholders approve plan to eliminate dual class structure

MSC Industrial 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 company stated.