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2016 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 26, 2017
Location		The Hilton Long Island/Huntington, 598 Broad Hollow Road, Melville, New York 11747
Record Date		December 7, 2016
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 nine directors		FOR EACH NOMINEE		Page 1
Ratification of Ernst & Young LLP as our independent registered public accounting firm for fiscal year 2017		FOR		Page 19
Advisory vote to approve the compensation of our named executive officers		FOR		Page 55

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Board Nominees

Name

Age

Director Since

Principal Occupation

Independent

Committee Memberships

AC

CC

N&CGC

Jonathan Byrnes

68

2010

Senior Lecturer at Massachusetts Institute of Technology

ü

ü

ü

Roger Fradin

63

1998

Vice Chairman of Honeywell International Inc.

ü

ü

ü

Erik Gershwind

45

2010

President and Chief Executive Officer of the company

Louise Goeser

63

2009

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

ü

ü

üC

Mitchell Jacobson (Board Chair)

65

1995

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

Michael Kaufmann

54

2015

Chief Financial Officer of Cardinal Health, Inc.

ü

ü

ü

Denis Kelly

67

1996

Investment Banker at Scura Paley Securities LLC

ü

ü

üC

Steven Paladino

59

2015

Executive Vice President and Chief Financial Officer of Henry Schein, Inc.

ü

ü

ü

Philip Peller (Lead Director)

77

2000

Independent Director; Retired Partner of Arthur Andersen LLP

ü

üC

ü

AC		Audit Committee
CC		Compensation Committee
N&CGC		Nominating and Corporate Governance Committee
C		Chairman

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Corporate Governance Highlights

Independence		• 7 out of our 9 director nominees are independent.
		• The independent directors meet regularly 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 our Board) are composed exclusively of independent directors.
Additions to our Board; Board Committee Composition		• We elected two new independent directors, Messrs. Kaufmann and Paladino, on September 24, 2015, in order to insure that our Board continues to be comprised of board members with diverse and critical skills.
		• In addition, we reviewed and changed our Board committee composition so that each of our independent directors is a member of no more than two of our Board committees, thereby enhancing committee member focus on committee matters.
Board Oversight of Risk Management		• Our 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.
Stock Ownership Requirements		• Our non-executive directors must own a minimum number of shares equal to five times his or her base annual retainer within five years of joining our Board.
		• Our Chief Executive Officer must own at least six times his 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; Annual Evaluations		• We conduct annual evaluations of the composition and performance of our Board and each Board committee; we also evaluate the experience, qualifications, skills and attributes of each director.
		• All directors stand for election annually.
Other Corporate Governance Practices		• In the event of a significant restatement of financial results, our 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.

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Fiscal Year 2016 Company Performance

In fiscal year 2016, we generated results reflecting solid execution and our commitment to operational excellence despite the ongoing headwinds of an extremely difficult demand environment and soft pricing, which have been primarily driven by the ongoing effects of low oil prices and the strong U.S. dollar on the manufacturing economy. Against the backdrop of these challenges, our performance in fiscal 2016 was highlighted by the following developments:

Net sales decreased 1.6% to $2.86 billion in fiscal 2016 from $2.91 billion in fiscal 2015. Even as we continued to invest in our future growth, operating expenses both in dollars and as a percentage of sales were lower than the prior year. Operating income in fiscal 2016 was $376.0 million, representing a decrease of 0.9% from operating income of $379.5 million in fiscal 2015. For fiscal 2016, the company achieved diluted earnings per share of $3.77 versus $3.74 in fiscal 2015. Fiscal 2016 was a 53-week year as compared with fiscal 2015 which was a 52-week year.

Fiscal Year 2016 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 NEO compensation for fiscal 2016. Please see “Compensation Discussion and Analysis” beginning 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 September 3, 2016 and August 29, 2015. For an explanation of the amounts in the table below, please see “Summary Compensation Table” beginning on page 42 of this proxy statement.

Name and Principal Position		Year				Salary ($)				Bonus ($)				Stock Awards ($)				Option Awards ($)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)				Total ($)
Erik Gershwind President and Chief Executive Officer			2016				700,710				—				824,953				674,994				500,000				20,711				2,721,368
			2015				685,869				—				474,932				645,987				432,000				19,963				2,258,751
Rustom Jilla(1) Executive Vice President and Chief Financial Officer			2016				476,811				—				384,970				314,993				117,726				30,490				1,324,990
			2015				45,673				—				499,981				—				—				3,825				549,479
Douglas Jones Executive Vice President, Chief Supply Chain Officer			2016				384,604				—				302,452				247,493				73,435				21,520				1,029,504
			2015				376,034				—				179,926				314,986				99,239				17,896				988,081
Steve Armstrong Senior Vice President, General Counsel and Corporate Secretary			2016				386,213				—				221,641				181,350				53,549				20,655				863,408
			2015				377,808				—				166,475				236,405				72,367				19,261				872,316
Kari Heerdt Senior Vice President and Chief People Officer			2016				325,638				—				192,485				157,492				57,535				14,815				747,965
			2015				325,050				100,000				249,904				199,989				72,367				18,523				965,833

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 2017. 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 2017. Please see “Ratification of Appointment of Independent Registered Public Accounting Firm (Proposed No. 2)” beginning on page 19 of this proxy statement.

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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 2016 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 55 of this proxy statement.

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PROXY STATEMENT FOR THE ANNUAL MEETING
OF SHAREHOLDERS TO BE HELD ON JANUARY 26, 2017

ELECTION OF DIRECTORS (PROPOSAL NO. 1)

Nine directors will be elected at our 2017 annual meeting of shareholders for a term of one year expiring at the 2018 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. After 27 years of service to the company, our Executive Vice Chairman and former Chief Executive Officer, David Sandler, passed away on July 11, 2016.

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.

Board and Committee Evaluations; Qualifications of Nominees

Our Nominating and Corporate Governance Committee annually reviews the composition and performance of our Board and Board committees and is responsible for recruiting, evaluating and recommending candidates to be presented for appointment, election or reelection to serve as members of our Board. Our Board and each Board committee conduct annual written self-evaluations to help ensure that our Board and Board committees have the appropriate number and mix of members, skills and experience. These self-evaluations also provide Board and Board committee members with insight for enhancing the effectiveness of their meetings. 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 furtherance of our ongoing self-evaluations by our Board and Board committees and in order to ensure that our Board continues to be comprised of board members with diverse and critical skills, we elected two new independent directors, Messrs. Kaufmann and Paladino, on September 24, 2015. In addition, with the election of Messrs. Kaufmann and Paladino, we reviewed and changed our Board committee composition so that each of our independent directors is a member of no more than two of our Board committees, thereby enhancing committee member focus on committee matters.

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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.

2017 Nominees for Director

Nominee		Principal Occupation		Age		Director Since
Jonathan Byrnes		Senior Lecturer at Massachusetts Institute of Technology		68		March 2010
Roger Fradin		Vice Chairman of Honeywell International Inc.		63		July 1998
Erik Gershwind		President and Chief Executive Officer of the company		45		October 2010
Louise Goeser		President and Chief Executive Officer of Grupo Siemens S.A. de C.V.		63		January 2009
Mitchell Jacobson (Board Chair)		Non-executive Chairman of the Board of the company		65		October 1995
Michael Kaufmann		Chief Financial Officer of Cardinal Health, Inc.		54		September 2015
Denis Kelly		Investment Banker at Scura Paley Securities LLC		67		April 1996
Steven Paladino		Executive Vice President and Chief Financial Officer of Henry Schein, Inc.		59		September 2015
Philip Peller (Lead Director)		Independent Director; Retired Partner of Arthur Andersen LLP		77		April 2000

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, and Founding Chairman of Profit Isle, Inc., a software company, since 2009. 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 Skills and Attributes		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.

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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., and a director of Harris Corporation.

ERIK GERSHWIND

Business Experience		Mr. Gershwind was appointed our President and Chief Executive Officer in January 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.
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.
Family Relationship		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.

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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. Siemens Mesoamérica is the Mexican, Central American and Caribbean unit of multinational Siemens AG, a global engineering company operating in the industrial, energy and healthcare sectors. Prior to 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 this position, 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 Audit Committee and the Compensation, Governance and Nominating Committee of Talen Energy Corporation and previously was a director and member of the Compensation, Governance and Nominating Committee of PPL Corporation. Ms. Goeser previously served as a member of the Board of Directors of HSBC 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.
Family Relationship		Mr. Jacobson is the uncle of Erik Gershwind, our President and Chief Executive Officer and a director of the company. There are no other family relationships among any of our directors or executive officers.
Other Directorships		Mr. Jacobson previously served as a director of HD Supply Holdings, Inc. from October 2007 to December 2013.

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MICHAEL KAUFMANN

Business Experience		Mr. Kaufmann has served as Chief Financial Officer of Cardinal Health, Inc. since November 2014. He previously served as Chief Executive Officer of the Pharmaceutical Segment of Cardinal Health, Inc. from August 2009 until November 2014. Previously, he was Group President for the Medical distribution businesses of Cardinal Health, Inc. from April 2008 until August 2009. Mr. Kaufmann served in other executive positions with Cardinal Health from 1990 through 2008, and prior to that he worked for almost six years in public accounting with Arthur Andersen.
Specific Skills and Attributes		Mr. Kaufmann’s operational expertise and broad experience as a senior executive of a major healthcare services and products company makes him a valued asset to the Board. His knowledge of the distribution business and supply chain management expertise provide the Board with critical insights. In addition, as a chief financial officer of a large public company, Mr. Kaufmann brings additional finance and accounting expertise to our Board.

DENIS KELLY

Business Experience		Mr. Kelly is an Investment Banker at Scura Paley Securities LLC, a private investment banking firm which he co-founded in 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.
Other Directorships		Mr. Kelly is also a director of Weight Watchers International, Inc. and Chairman of its Audit Committee. 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.

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STEVEN PALADINO

Business Experience		Mr. Paladino has served as Executive Vice President and Chief Financial Officer of Henry Schein, Inc. since 2000. Prior to his current position, from 1993 to 2000, Mr. Paladino was Senior Vice President and Chief Financial Officer, from 1990 to 1992, he served as Vice President and Treasurer and, from 1987 to 1990, he served as Corporate Controller of Henry Schein, Inc. Before joining Henry Schein, Mr. Paladino was employed as a Certified Public Accountant for seven years, most recently with the international accounting firm of BDO Seidman LLP (now known as BDO USA, LLP).
Specific Skills and Attributes		Mr. Paladino brings to the Board extensive financial, accounting and distribution industry expertise. Mr. Paladino’s skills in corporate finance and accounting provide the Board with expertise and depth in public company accounting issues, and his distribution-related experience provide the Board with critical knowledge and perspectives. Further, his experience as a public company director provides the Board with additional knowledge and perspectives on corporate governance matters.
Other Directorships		Mr. Paladino is also a director of Henry Schein, Inc.

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 an 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.

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Director Qualifications

The chart below demonstrates how the Board’s nominees for election at our 2017 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

ü

ü

ü

ü

Roger Fradin

ü

ü

ü

ü

ü

ü

ü

Erik Gershwind

ü

ü

ü

ü

ü

ü

Louise Goeser

ü

ü

ü

ü

ü

Mitchell Jacobson

ü

ü

ü

ü

ü

ü

ü

Michael Kaufmann

ü

ü

ü

ü

ü

ü

ü

Denis Kelly

ü

ü

ü

ü

ü

Steven Paladino

ü

ü

ü

ü

ü

ü

ü

Philip Peller

ü

ü

ü

ü

ü

THE BOARD RECOMMENDS A VOTE “FOR” THE RE-ELECTION OF EACH OF MS. GOESER AND MESSRS. BYRNES, FRADIN, GERSHWIND, JACOBSON, KAUFMANN, KELLY, PALADINO AND PELLER.

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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, Kaufmann, Kelly, Paladino 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. Sales to 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. 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.

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. Kaufmann, the Board considered that Mr. Kaufmann is the Chief Financial Officer of Cardinal Health, Inc., which is a customer of our company. Sales to Cardinal Health 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.

In evaluating the independence of Mr. Paladino, the Board considered that Mr. Paladino is the Executive Vice President and Chief Financial Officer of Henry Schein, Inc., which is a customer and supplier of our company. Sales to and purchases from Henry Schein 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.

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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 2016 fiscal year.

Name

Board

Audit Committee

Compensation Committee

Nominating and Corporate Governance Committee

Jonathan Byrnes

Roger Fradin

Erik Gershwind

Louise Goeser

Mitchell Jacobson

Michael Kaufmann

Denis Kelly

Steven Paladino

Philip Peller

Fiscal 2016 Meetings

9

6

8

4

		Lead Director
		Chairperson
		Audit Committee Financial Expert
		Member

During our 2016 fiscal year, each of our current 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:

Name of Committee		Principal Functions of the Committee
Audit Committee		•   Assists in Board oversight of:
		Ø the preparation and integrity of our financial statements;
		Ø our compliance with our ethics policies and legal and regulatory requirements;
		Ø our independent registered public accounting firm’s qualifications, performance and independence; and
		Ø the performance of our internal audit function.
		•   Appoints (and is responsible for terminating) our independent registered public accounting firm.
		•   Recommends to the Board that the audited financial statements be included in our Annual Report on Form 10-K for filing with the SEC.
		•   Prepares an annual Audit Committee report to be included in our annual proxy statement.
		•   Undertakes an annual evaluation of its performance.
		•   Oversees risk management practices for our major financial risk exposures and the steps that have been taken to monitor and mitigate such exposures.
Compensation Committee		•   Reviews and approves corporate goals and objectives relevant to the compensation of our Chief Executive Officer.
		•   Evaluates our Chief Executive Officer’s performance in light of those goals and objectives.
		•   Determines and approves our Chief Executive Officer’s compensation level based on its evaluation of his performance.
		•   Sets the compensation levels of all of our other executive officers, including with respect to our incentive compensation plans and equity-based plans.
		•   Recommends to our Board the compensation of our non-executive directors.
		•   Has the sole responsibility to retain and terminate the compensation consultant.
		•   Administers our equity incentive plans.
		•   Prepares a Compensation Committee report on executive compensation to be included in our annual proxy statement.
		•   Undertakes an annual evaluation of its performance.
		•   Oversees risk management practices for risks relating to our overall compensation structure, including review of our compensation practices, in each case with a view to assessing associated risks.
Nominating and Corporate Governance Committee		• Identifies individuals qualified to become members of our Board consistent with criteria approved by our Board.
		• Reviews the qualifications and independence of the nominees for director.
		•   Recommends to our Board nominees for membership on our Board. Only those candidates recommended by the Nominating and Corporate Governance Committee will be considered by our Board as nominees for director.
		•   Develops and recommends to our Board corporate governance principles and other corporate governance policies that are applicable to our company.

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Name of Committee		Principal Functions of the Committee
		•   Reviews and approves any related party transactions between the company and any officer, director, principal shareholder or immediate family member or other affiliate of such persons proposed to be entered into and, if appropriate, ratifies any such transaction previously commenced and ongoing.
		•   Oversees the evaluation of our Board, Board Committees and our management.
		•   Undertakes an annual evaluation of its performance.
		•   Oversees risk management practices for risks relating to governance and compliance matters.

Audit Committee

Composition and Charter

The Audit Committee is currently comprised of Messrs. Byrnes, Kaufmann, Kelly, Paladino 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 each of Messrs. Peller, Kaufmann and Paladino qualifies as an “audit committee financial expert” within the meaning of the rules of the SEC.

The Audit Committee is directly responsible for the appointment, termination, compensation, retention and oversight of the work of our independent auditors. The Audit Committee has adopted a written 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. Fradin, Kaufmann, Kelly and Paladino, 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 2015 Omnibus Incentive Plan, the Compensation Committee is permitted to delegate its authority under such plan to a committee of one or more directors or one or more officers, in all cases to the extent permitted under applicable law, including New York Stock Exchange listing requirements. However, as a matter of policy, the Compensation Committee authorizes all grants of awards under the 2015 Omnibus Incentive Plan.

Compensation Processes and Procedures

The Compensation Committee makes all compensation decisions for our executive officers. In fiscal year 2016, the views and recommendations of Mitchell Jacobson, our Chairman of the Board, David Sandler, our former Executive Vice Chairman of the Board, and Erik Gershwind, our President and Chief Executive Officer, were considered by the members of the Compensation Committee in its

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review of the performance and compensation of individual executives. The views and recommendations of Mr. Jacobson and Mr. Gershwind will continue to be considered by the members of the Compensation Committee in its review of the performance and compensation of individual executives. In fiscal year 2016, 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 and other executive officers and senior officers. Our Human Resources department and our Senior Vice President and 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 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 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 for fiscal 2016, the Committee relied on competitive market data and analysis prepared by its independent compensation 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 conducted a comprehensive risk assessment of our incentive-based compensation plans in 2016 to assist the Compensation Committee in its compensation risk assessment. The Compensation Committee considers, but is not bound by, the consultant’s recommendations with respect to executive and non-executive director compensation.

During fiscal year 2016, 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.

During fiscal year 2016, management also engaged Hay Group, a global management consulting firm, to provide market data and analysis and develop recommendations for the design of our new annual performance bonus program that was implemented in fiscal 2016.

Compensation Committee Interlocks and Insider Participation

During our 2016 fiscal year, each of Ms. Goeser and Messrs. Fradin, Kaufmann, Kelly and Paladino served as members of our Compensation Committee. None of the members of the Compensation Committee was, during or prior to fiscal year 2016, 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.

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Nominating and Corporate Governance Committee

Composition and Charter

Our Nominating and Corporate Governance Committee is currently comprised of Ms. Goeser and Messrs. Byrnes, Fradin and Peller, each of whom is an independent director. Ms. Goeser is the Chairwoman 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:

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. 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:

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All of these communications will be reviewed by our Senior Vice President, General Counsel and Corporate Secretary and forwarded to Ms. Goeser, the Chairwoman 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 nine directors, each of whom, other than Messrs. Gershwind and Jacobson, is independent under our Corporate Governance Guidelines and the applicable rules of the New York Stock Exchange. 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 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. 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, and our 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:

Our 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.

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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. Please see “Compensation Risk Assessment” beginning on page 40 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 21, 2016, either in person or by telephone.

Non-Executive Director Stock Ownership Guidelines

To more closely align the interests of our non-executive 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-executive directors on November 15, 2011. The ownership guidelines provide for each of our non-executive directors to own a minimum number of shares having a value equal to five times his or her base annual retainer ($210,000 for directors whose tenure began before the adoption of the guidelines and $250,000 for Messrs. Kaufmann and Paladino). All shares held by our non-executive directors, including unvested restricted shares, and unvested restricted stock units count toward this guideline. The guidelines provide for our non-executive 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-executive director has attained his or her minimum ownership requirement, he or she must maintain at least that level of ownership. If a non-executive 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-executive 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.

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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 September 3, 2016.

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EXECUTIVE OFFICERS

The following individuals are our executive officers as of the date of this proxy statement:

Name of Officer		Position		Age		Executive Officer Since
Erik Gershwind		President and Chief Executive Officer		45		December 2005
Rustom Jilla		Executive Vice President and Chief Financial Officer		55		July 2015
Douglas Jones		Executive Vice President, Chief Supply Chain Officer		52		December 2005
Steve Armstrong		Senior Vice President, General Counsel and Corporate Secretary		58		October 2008
Kari Heerdt		Senior Vice President and Chief People Officer		49		August 2014
Steven Baruch		Senior Vice President, Strategy & Marketing		48		March 2016
Charles Bonomo		Senior Vice President and Chief Information Officer		51		July 2007
Christopher Davanzo		Senior Vice President of Finance and Corporate Controller		53		October 2010
Gregory Polli		Senior Vice President, Product Management		53		March 2016
David Wright		Senior Vice President, Sales		53		March 2016

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

Rustom Jilla

Mr. Jilla was appointed our Executive Vice President and Chief Financial Officer in July 2015. From April 2013 through September 2014, Mr. Jilla served as Chief Financial Officer of Dematic Group, a global provider of warehouse logistics and inventory management solutions. From September 2002 to April 2013, he served as Chief Financial Officer of Ansell Limited, a global leader in protective solutions, publicly traded on the Australian Securities Exchange. Prior to that, Mr. Jilla served as Vice President, Financial Operations at PerkinElmer Inc., and earlier spent 12 years at The BOC Group, a U.K.-listed, multinational industrial gas company, where he held various Product Management and Finance leadership roles. He began his career in auditing with Coopers & Lybrand (now PricewaterhouseCoopers LLP).

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.

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.

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

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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 Cerberus Capital Management, a leading investment management firm, before becoming the Senior Vice President, Human Resources for two of Cerberus’ 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.

Steven Baruch

Mr. Baruch was appointed our Senior Vice President, Strategy and Marketing in July 2015. Previously, he served as our Vice President of Digital & Strategy, a position he held from 2014 until July 2015. Prior to that, he held the position of Vice President of eCommerce from November 2010 until May 2014. Mr. Baruch began his career with our company in May 2008. Prior to joining our company, Mr. Baruch served as Senior Vice President of Sales and Managed Services for Adecco where he was responsible for leading B2B sales and marketing with focus on digital, web and eCommerce strategy and execution. Previously, he held various executive positions at global electronics distributor Arrow Electronics, including Director of Sales, Marketing, and Public Relations for arrow.com.

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 our Senior Vice President of Finance and Corporate Controller in July 2015. Previously, he served as our Vice President of Finance and Corporate Controller, a position he held from 2006 until July 2015. 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 & Lybrand (now PricewaterhouseCoopers LLP), and Weight Watchers International.

Gregory Polli

Mr. Polli was appointed our Senior Vice President, Product Management in July 2015. Previously, he served as our Vice President, Product Management from November 2005 to July 2015, our Vice President, Metalworking from November 2002 to November 2005, our Vice President, Metalworking Merchandising from April 2002 to November 2002 and our Vice President, Product from October 1999 to April 2002. Prior to that, Mr. Polli held various positions of increasing responsibility at our company in product management and merchandising since joining our company in 1988.

David Wright

Mr. Wright was appointed our Senior Vice President, Sales in July 2015. Previously, Mr. Wright served as our Vice President, Field Sales from February 2008 to July 2015, our Vice President, North Region from May 2006 to February 2008 and our National Director of Sales from August 2001 to May 2006. Prior to that, Mr. Wright held various positions of increasing responsibility at our company in sales since joining our company in 1998.

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, which has been our independent registered public accounting firm since 2002, to serve as our independent registered public accounting firm for fiscal year 2017. 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 September 3, 2016 and August 29, 2015, 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
		2016				2015
Audit fees(1)		$	1,331,546			$	1,189,773
Audit-related fees(2)		$	41,000			$	40,000
Tax fees(3)		$	86,649			$	35,004
All other fees(4)		$	—			$	31,955
Total		$	1,459,195			$	1,296,732

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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 2017.

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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 is directly responsible for the appointment, termination, compensation, retention and oversight of the work of our independent auditors. The Audit Committee consists of the five directors named below, each of whom is an independent director as defined by applicable SEC rules and NYSE listing standards.

Each year, the Audit Committee evaluates the qualifications, performance and independence of our independent registered public accounting firm and determines whether to reengage the current firm. In doing so, the Audit Committee considers the quality and efficiency of the services provided by the independent registered public accounting firm, its capabilities, its technical expertise and its knowledge of our operations. Based on this evaluation, the Audit Committee appointed Ernst & Young LLP as our independent registered public accounting firm to examine our consolidated financial statements and internal controls over financial reporting for fiscal 2017. In addition, the Audit Committee is directly involved in selecting the lead audit engagement partner whenever a rotational change is required, normally every five years. Our company’s lead audit engagement partner was most recently changed for the fiscal 2012 audit and a new lead audit engagement partner has been selected for the upcoming fiscal 2017 audit.

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 September 3, 2016, 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 our independent registered public accounting firm with the Audit Committee under the rules adopted by the Public Company Accounting Oversight Board. 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

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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 2016 and fiscal year 2015 were pre-approved by the Audit Committee in accordance with established procedures.

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 September 3, 2016, which was filed with the SEC on November 1, 2016.

Submitted by the Audit Committee of the Board,

Philip Peller (Chairman)
Jonathan Byrnes
Michael Kaufmann
Denis Kelly
Steven Paladino

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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 compensation practices relating to the named executive officers for our 2016 fiscal year.

Name		Position
Erik Gershwind		President and Chief Executive Officer
Rustom Jilla		Executive Vice President and Chief Financial Officer
Douglas Jones		Executive Vice President, Chief Supply Chain Officer
Steve Armstrong		Senior Vice President, General Counsel and Corporate Secretary
Kari Heerdt		Senior Vice President and Chief People Officer

Executive Summary

In fiscal year 2016, we generated results reflecting solid execution and our commitment to operational excellence despite the ongoing headwinds of an extremely difficult demand environment and soft pricing, which have been primarily driven by the ongoing effects of low oil prices and the strong U.S. dollar on the manufacturing economy. Against the backdrop of these challenges, our performance in fiscal 2016 was highlighted by the following developments:

Net sales decreased 1.6% to $2.86 billion in fiscal 2016 from $2.91 billion in fiscal 2015. Even as we continued to invest in our future growth, operating expenses both in dollars and as a percentage of sales were lower than the prior year. Operating income in fiscal 2016 was $376.0 million, representing a decrease of 0.9% from operating income of $379.5 million in fiscal 2015. For fiscal 2016, the company achieved diluted earnings per share of $3.77 versus $3.74 in fiscal 2015. Fiscal 2016 was a 53-week year as compared with fiscal 2015 which was a 52-week year.

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 NEO compensation for fiscal 2016:

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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 in fiscal 2016 and the competitive positioning of our NEOs’ total cash compensation and total direct compensation against our competitive market data:

Named Executive Officer

Fiscal 2016 Total Cash Compensation ($)(1)

Competitive Positioning of Total Cash Compensation

Fiscal 2016 Total Direct Compensation ($)(2)

Competitive Positioning of Total Direct Compensation

Erik Gershwind

1,205,713

<25th percentile

2,705,660

<25th percentile

Rustom Jilla

606,976

<25th percentile

1,406,935

between 25th & 50th percentiles

Douglas Jones

461,865

approx. 25th percentile

1,011,810

between 50th & 75th percentiles

Steve Armstrong

441,959

<25th percentile

844,950

approx. 25th percentile

Kari Heerdt

392,285

<25th percentile

762,252

between 25th & 50th percentiles

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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, therefore, shareholder value. Our key compensation goals are to:

Accordingly, in determining the amount and mix of compensation, the Committee seeks to provide a market 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.

The following table provides information about the key elements of our 2016 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 executive’s experience and individual performance
Annual Performance Bonus		Variable Annual Cash		• Pay for performance program that rewards achievement of rigorous company financial metrics tied to organic revenue growth, operating margin and adjusted operating profit growth, and individual goals and objectives (G&Os)
				• “At risk” as there is no payout for any measure where the company or the individual fails to achieve the threshold level for such measure
				• Maximum payout of 200% of target realized only if company and executive achieve superior performance for all company financial and individual components
				• Committee retains discretion to reduce annual bonus payouts
Long-Term Incentive Compensation		Variable Equity (stock options and restricted stock units (RSUs))		• Aligns our executives’ interests with our shareholders
				• Promotes retention
				• Restricted stock units vest 20% on each of the 1st through 5th anniversaries (previously, restricted share grants vested 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

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Compensation Element		Description		Key Objectives
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 our associates
				• No pension or supplemental retirement plans; no deferred compensation arrangements

The Committee does not maintain policies for allocating among short-term 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 as set forth above. As a general matter, the Committee seeks to utilize equity-based awards to motivate executives to enhance long-term shareholder value and we manage the dilutive effects of equity compensation through our share repurchase program.

While compensation levels may differ among NEOs based on competitive factors and the role, responsibilities and performance of each 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. The Committee does not maintain a policy regarding internal pay equity, but the Committee considers internal pay equity as part of its overall review of our compensation programs.

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 to align with best practices. Key features of our compensation programs that the Committee believes align with best practices in executive compensation are as follows:

Compensation Committee Policies and Practices
Compensation Benchmarking		We benchmark executive compensation against market data developed by F.W. Cook, our independent compensation consultant. Peer companies are reviewed by the Committee annually to assure their appropriateness for benchmarking executive compensation. We generally target the fixed and variable elements of our executives’ compensation at the median of the market data.
Challenging Performance Goals for our Annual Performance Bonus		Our annual performance cash bonuses are based on rigorous company financial metrics and individual G&Os. Payout levels are capped at 200% of target bonus amounts and may be earned only when the company and the executive achieve superior performance for all company financial and individual components. We adopted a new performance bonus program in fiscal 2016 where bonus payouts are based on the achievement of multiple company financial metrics versus our prior practice of using a single adjusted diluted EPS metric. Our new performance bonus program is an integral part of our performance driven culture that links rewards to company and individual performance.
Extended Vesting Periods for Our Long-Term Equity Grants		Restricted stock units vest 20% on each of the first through fifth anniversaries of grant. Stock options vest 25% on each of the first through fourth anniversaries of grant. These extended vesting periods promote retention and motivate our executives to create sustained, long-term shareholder value.

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Compensation Committee Policies and Practices
Robust Stock Ownership Guidelines		We have adopted stock ownership guidelines for our executives and other senior officers and non-executive directors. Our Chief Executive Officer must own shares having a minimum value of six times his annual base salary.
Clawback Policy		We have adopted an incentive compensation recoupment policy (also referred to as a “clawback” policy) which provides our Board with discretion to obtain recoupment of incentive compensation in the event of a significant financial restatement (whether or not a covered officer engaged in misconduct), as well as in cases of breach of non-competition and other covenants. In addition, our equity award documents provide for forfeiture of awards in cases where a grantee violates a confidentiality, non-competition or non-solicitation covenant or agreement and for recoupment in cases where, following a termination of employment, the company determines that a termination for cause would have been justified prior to such termination.
Transparent Disclosure		We provide clear and transparent disclosure of our compensation programs and practices, so that our shareholders can understand the elements of our compensation programs, the reasons why we pay them, and how compensation is linked to performance, including our annual performance bonus targets and their achievement.
No Severance Agreements or “Gross-Ups”		Our executives do not have severance agreements other than in connection with a change in control, and other than our executive severance plan which provides for severance in very limited circumstances. Our change in control agreements do not provide for tax “gross-ups.”
Executives Serve At The Will Of Our Board		Our executive officers generally do not have employment agreements, and serve at the will of our Board.
Regular Board Reviews of Executive Succession		Our Board regularly reviews senior level promotion and succession plans and is responsible for succession planning for the CEO position. Our Board also has contingency plans in place for emergencies such as the departure, death, or disability of the CEO or other executive officers.
Double-Trigger Equity Vesting in the Event of a Change in Control		Our equity awards do not have “single trigger” accelerated vesting upon a change in control; our unvested equity awards accelerate only if 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.
No Option Repricing or Share Recycling		Our equity incentive plans expressly prohibit option repricing (including cash buyouts) of underwater options and share recycling for options and stock appreciation rights.
No Hedging or Margin Accounts; Limits on Pledging of Shares for Non-Margin Account Loans		We prohibit executives and senior officers from engaging in hedging transactions in company stock, trading options or other derivatives, or pledging or holding company shares in margin accounts. We strictly limit pledging of company stock as collateral for non-margin account loans.
No Supplemental Retirement Benefits		We do not maintain pension plans or supplemental executive retirement plans (SERP), nor do we provide our executives with deferred compensation arrangements.

Shareholder Engagement

We provide our shareholders with an annual “say on pay” advisory vote on executive compensation. At our 2016 Annual Shareholders Meeting held on January 21, 2016, the advisory vote received the support of 98.8% of the votes cast at the annual meeting.

In its review of our executive compensation programs, the Committee carefully considered the results of the 2016 advisory vote on executive compensation. In addition, we continually monitor the corporate

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governance and other views of our major institutional shareholders to assure alignment of our governance and compensation practices with our institutional shareholders’ standards. To address input that we received from our institutional shareholders, we added two new independent directors to our Board in September 2015, Messrs. Michael Kaufmann and Steven Paladino.

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 NEOs 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 achieve our compensation philosophy. 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 NEOs and 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

Each August, the Committee receives a formal presentation from F.W. Cook, its independent compensation consultant, who reports 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 consultant and the consultant’s evaluation of the company’s compensation programs, our Human Resources department, with input from our Chief Executive Officer and Chief Financial Officer, compiles management’s recommendations for our annual performance bonus plan for the upcoming fiscal year and equity award grants. 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 performance bonus plan 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 and our 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 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 NEOs 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 Consultant

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

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independent compensation consultant, 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. Please see the section below “— Competitive Positioning” beginning on page 36 for information about our peer companies and our competitive market data. 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.

Fiscal Year 2016 Executive Compensation

Summary of Fiscal Year 2016 Compensation Decisions

The Committee believes that management executed well against the headwinds of the ongoing United States manufacturing recession. The industrial and manufacturing indices that most closely correlate to our sales trended downwards or remained depressed during fiscal 2016. Due to this challenging environment, we did not achieve the threshold performance levels for the company financial metrics under our performance bonus program. Against the macroeconomic headwinds, however, management demonstrated strong operating expense management, stabilized gross margins and outperformed the broader market as measured by our modest revenue decline as compared against industry surveys.

Based on company and individual performance, the Committee believes that compensation levels for fiscal year 2016 were appropriate and consistent with the philosophy and objectives of the company’s compensation programs. The following summarizes fiscal 2016 compensation results:

Elements of Compensation

We allocate compensation among the following components for our NEOs:

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Base Salary

Base salaries for our executive officers are established based on the scope of their responsibilities and considering 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 reviewed each year in connection with the executives’ performance evaluations and may be adjusted based on competitive market data, individual performance and promotions or changed responsibilities. The Committee seeks to target base salary levels at or below the market median. 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 $691,875 to $705,713 effective January 1, 2016 and remains below the market 25^th percentile. The Committee had proposed to increase Mr. Gershwind’s base salary to, over time, increase Mr. Gershwind’s overall compensation to the market median, but Mr. Gershwind declined an increase in his base salary above the 2.0% to 3.0% increase generally implemented for executive and senior officers. Mr. Jilla’s base salary was increased from $475,000 to $489,250 in July 2016, approximating the median of the market data. Mr. Jones’ base salary was increased from $378,956 to $388,430, slightly above the market median. Mr. Armstrong’s base salary was increased from $380,794 to $388,410, remaining between the 25^th percentile and median of the market data. Ms. Heerdt’s base salary was increased from $325,000 to $334,750, remaining between the 25^th percentile and median of the market data.

Annual Performance Bonus Program

In fiscal 2016, we implemented a new annual performance program. Historically, our annual incentive bonus was based 75% on the achievement of adjusted diluted earnings per share targets and 25% on the Committee’s discretionary evaluation of qualitative matters, both company and individual. Under our new performance bonus plan, bonus awards for 2016 were based on achievement of three company financial metrics, each weighted 25%, and the remaining 25% was based on the achievement of individual G&Os. In addition, award opportunities were subject to an individual performance multiplier. Maximum bonus payouts are capped at 200% of target.

By using multiple company financial metrics rather than our prior practice of using a single earnings per share measure, the new performance bonus program better incentivizes the achievement of goals that are aligned with our business strategy and places a greater emphasis on individual G&Os to better link pay to performance. The new program is an integral part of our compensation philosophy, designed to align management interests with shareholders, reward associates for shareholder value creation and drive personal accountability by linking rewards to company and individual performance.

Bonus award opportunities are designed to provide market based, competitive award opportunities with target amounts approximating the median of the market data and payouts at stretch performance approximating the 75^th percentile of the market data. The Committee retains discretion to reduce annual bonus payouts below the amounts otherwise payable under the performance bonus program where it determines that bonus amounts are not reflective of company and individual performance. For threshold, target and maximum dollar amounts of performance bonus opportunities under our performance bonus program for the NEOs, please see the Fiscal Year 2016 Grants of Plan-Based Awards table on page 44 of this proxy statement.

Company Financial Metrics

Company financial metrics are established by the Committee based on the company’s business plan, as reviewed and approved by the Committee, and consistent with analysts’ consensus expectations. For fiscal 2016, company financial metrics were:

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In setting award opportunities, the plan provides for four payout levels for the company financial metrics, as follows:

The following table sets forth the payout level opportunities that were available for our NEOs as a percentage of the target award for each company financial metric (with each financial metric having a weighting of 25%) based on different levels of performance. No payout for any financial metric is made if the threshold performance level for that financial metric is not achieved. For performance between the different payout levels indicated below, straight-line interpolation is used to arrive at the actual payout:

		Organic Revenue Growth (%)				Operating Margin %				Operating Income Growth (%)				Payout for Each Metric as a % of Target
Threshold			(2.0	)			13.2				0.1				6.25	%
Target			3.0				13.4				4.6				25	%
Stretch			5.0				13.6				8.0				31.25	%
Maximum			8.0				13.9				14.0				40	%

Actual Financial Performance vs. Target Goals

In a challenging macroeconomic environment, we did not achieve the threshold performance levels for the company financial metrics under our performance bonus program. The table below shows the actual performance for the company financial metrics versus target:

		Target				Actual
Organic Revenue Growth (%)			3.0				(3.5	)
Operating Margin (%)			13.4				13.0
Operating Income Growth (%)			4.6				(5.3	)

In calculating year-over-year operating income growth, we excluded non-recurring integration and restructuring costs associated with the Class C Solutions Group acquisition and non-recurring executive separation costs for fiscal year 2015 (no such adjustments were made for fiscal 2016). The effect of excluding these non-recurring expenses resulted in year-over-year operating profit growth of (5.3%) versus an unadjusted figure of (4.2%) on a comparable 52-week fiscal year basis. In addition, in calculating each of the company financial metrics, we adjusted the metrics to back out the effects of the 53^rd week in fiscal 2016 (on an estimated basis), which had the effect of lowering year-over-year organic revenue growth from (1.6%) to (3.5%), operating margin from 13.1% to 13.0%, and year-over-year operating profit growth from (2.1%) to (5.3%). 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 financial metrics on a year-to-year basis; in addition, to achieve comparability, the Committee made adjustments to back out the effects of the 53^rd week in fiscal 2016.

Individual Goals and Objectives (G&Os)

Achievement of individual G&Os has a 25% weighting in our performance bonus plan. Individual G&Os are established annually and include strategic initiatives with both financial and non-financial goals. Executives are evaluated based upon achievement of these goals. At end of each year, our CEO evaluates performance against the pre-established individual objectives for officers other than himself

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and submits a recommendation to the Committee. The Committee evaluates our CEO’s performance against his pre-established individual objectives. Based on the Committee’s evaluation of the CEO and the CEO’s recommendations, the Committee determines and approves the achievement and payout level of the G&Os for each executive officer. The following table sets forth the payout level opportunities that were available for our NEOs as a percentage of the target award for the individual G&Os based on different levels of performance. No payout is made if the threshold (partially meets) performance level is not achieved:

Individual G&Os Performance Level		Payout as a % of Target
Partially meets			18.75	%
Achieves			25	%
Exceeds			31.25	%
Greatly Exceeds			40	%

Achievement of Individual G&Os

For fiscal 2016, the Committee determined that each NEO exceeded achievement of his or her individual G&Os, resulting in a payout of 31.25% of target. In determining the level of achievement for each of the NEOs, the Committee considered each NEO’s individual performance goals and performance, including the following:

Individual Performance Multiplier

Payout levels based on achievement of the company financial metrics and individual G&Os are subject to an individual performance multiplier. We designed our new performance bonus plan with this individual performance multiplier to provide greater weighting based on individual performance, consistent with our performance based compensation philosophy. The individual performance multiplier evaluation differs from the evaluation of individual G&Os and is based on an evaluation of the executive’s overall leadership and effectiveness. Based on the Committee’s evaluation of the CEO and

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the CEO’s recommendations, the Committee determines and approves the individual performance multiplier for each executive officer. The individual performance multiplier is as follows:

Performance		Payout
Outstanding			125	%
Strong			110	%
Good			100	%
Partial			50	%
Does Not Meet			0	%

As set forth in the following section, the Committee determined an individual performance multiplier of 125% for Mr. Gershwind, 110% for each of Messrs. Jilla and Jones and Ms. Heerdt, and 100% for Mr. Armstrong.

Fiscal 2016 Performance Bonuses for NEOs

The following table summarizes the computations for the NEOs’ performance bonuses for fiscal 2016. The performance bonus payouts ranged between 31.25% and 38.46% of target:

NEO		Target Bonus Amount (A) ($)				Financial Metrics (B)				Individual G&Os (C)				Individual Performance Multiplier (D)				2016 Bonus (E)=Ax[(B+C)xD] ($)
Erik Gershwind			1,300,000				0	%			31.25	%			125	%			500,000	(1)
Rustom Jilla			342,475				0	%			31.25	%			110	%			117,726
Douglas Jones			213,628				0	%			31.25	%			110	%			73,435
Steve Armstrong			171,357				0	%			31.25	%			100	%			53,549
Kari Heerdt			167,375				0	%			31.25	%			110	%			57,535

The Committee retains discretion to reduce annual bonus payouts below the amounts otherwise payable under the performance bonus program where it determines that bonus amounts are not reflective of company and individual performance. The Committee did not make any such adjustments for fiscal year 2016.

Annual bonus awards for the NEOs were made under our shareholder-approved 2015 Omnibus Incentive Plan 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 CEO 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 2016 annual performance bonus program.

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

Long-Term Stock-Based Compensation

The Committee grants stock options and restricted stock units (previously, we granted restricted shares) under our Omnibus Incentive Plan to provide competitive compensation, promote retention, and align the interests of our executives with those of our shareholders. We believe that providing combined grants of stock options and RSUs 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 company’s stock price increases over the term of the award. RSU 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

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continue to be employed by the company. Dividends are not paid on unvested RSUs; instead, dividend equivalent units accrue on unvested RSUs and vest at the same times as the underlying RSUs. The Committee does not have a fixed policy on allocating between options and RSU awards, but seeks to balance the retentive value of RSU 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 of RSUs, the Committee’s policy is to provide for vesting in five increments of 20% on each of the first through fifth anniversaries of the grants, which is longer than the median 3-year vesting period of our peer companies (previously, restricted share grants vested 50% on the third anniversary of grant, with 25% vesting on each of the fourth and fifth anniversaries). 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 our shareholders once the shares are issued or vested, and we seek to mitigate this effect by repurchasing shares from time to time under our stock buyback program. We also evaluate and benchmark the company’s 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 common stock) for fiscal 2016 was 1.30%, slightly above the 75^th percentile of our peer companies; our 3-year average burn rate for fiscal 2014 through fiscal 2016 was 1.02%, below the 75^th percentile of our peer companies. Our fully diluted equity overhang as of the fiscal 2016 year end is between the median and 75^th percentile of our peer companies, and reflects additional shares available for future grant obtained through the approval by our shareholders of the 2015 Omnibus Incentive Plan in January 2015. Our fully diluted overhang attributable to grants outstanding as of the fiscal 2016 fiscal year end is below the median of our peer companies.

As discussed below under “— Change of Control Arrangements,” the vesting of unvested stock options, restricted stock and RSUs only accelerates 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, our outstanding equity awards are subject to “double trigger” accelerated vesting.

Equity Grants During Fiscal Year 2016

The number of stock options and RSUs granted to the NEOs in fiscal year 2016, and the grant-date fair value of these awards determined in accordance with FASB ASC Topic 718, are shown in the Fiscal Year 2016 Grants of Plan-Based Awards table on page 44 of this proxy statement. Equity awards granted in October 2015 were benchmarked against the competitive market data and resulted in target total direct compensation below the 25^th percentile for Mr. Gershwind, approximating the median for Messrs. Jilla and Jones, and between the 25^th and 50^th percentiles for Mr. Armstrong and Ms. Heerdt.

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 RSU awards to executive officers and other senior officers are granted on an annual basis at the October meeting of the Committee, which occurs when our Board reviews annual financial results and when the Committee completes its annual compensation review process. The approval process specifies:

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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 Committee 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 with respect to our common stock. Our insider trading policy also prohibits pledging company 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 RSUs and 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 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

Our current NEOs are parties to “change in control” severance arrangements. For a description of our executives’ change in control agreements, please see the section entitled “Executive Compensation — Potential Payments Upon Termination or Change in Control” beginning on page 48 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 surrounding 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.” Please see the section entitled “Executive Compensation — Potential Payments Upon Termination or Change in Control — Change in Control Agreements” beginning on page 48 of this proxy statement.

As discussed in more detail in the section entitled “Executive Compensation — Potential Payments Upon Termination or Change in Control — Equity Award Plans” beginning on page 49 of this proxy statement, since January 2006, all stock options, and RSU and restricted stock awards have been made under our 2005 and 2015 Omnibus Incentive Plans. Under our Omnibus Incentive Plans, in the event of a change in control transaction pursuant to a merger agreement, outstanding stock options and restricted stock and RSU 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

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applicable to all restricted stock and RSU 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 shall also 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 stock and RSU awards 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, our outstanding equity awards are subject to “double trigger” accelerated vesting.

Executive Severance Plan

Under our Executive Severance Plan, adopted in October 2016, Vice Presidents, Senior Vice Presidents and Executive Vice Presidents of the Company are eligible to receive certain severance benefits in the event of limited qualifying termination events. Please see the section entitled “Executive Compensation — Potential Payments Upon Termination or Change in Control — Executive Severance Plan” on page 50 of this proxy statement.

Competitive Positioning

In determining the amounts of base salary, performance bonus plan opportunities and stock-based compensation for the NEOs (other than our Executive Vice Chairman’s fiscal 2016 compensation), and other executive officers and senior officers, the Committee reviewed and benchmarked the compensation levels of the NEOs 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 third-party general industry surveys. Survey data for each position was collected based on functional matches within a revenue range comparable in size to our company.

In developing our 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 broad general industry 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 broad general industry survey sources selected in determining fiscal 2016 compensation were the same as used for fiscal 2015. In this Compensation Discussion and Analysis, references to our NEO’s actual fiscal 2016 compensation in relation to the market data are based on the market data presented by F.W. Cook to the Committee in August 2016. The Committee believes that the competitive market data compiled by F.W. Cook provides an appropriate benchmarking resource.

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The fiscal 2016 peer group is listed in the chart below, together with comparative information about revenue, net income, market capitalization, total assets and number of employees compiled by F.W. Cook based on publicly available information. Airgas, Inc. was included in the fiscal 2016 peer group, but is not included in the chart below because it ceased to be a public reporting company in February 2016:

(Dollars in Millions)

Company		Revenue(1)				Net Income(1),(2)				Total Assets(3)				Market Cap(4)				Employees(5)
Anixter International Inc.			$ 6,622				$ 131				$ 4,071				$ 1,761				8,700
Applied Industrial Technologies, Inc.			2,563				32				1,334				1,762				5,839
Beacon Roofing Supply, Inc.			3,306				61				2,967				2,709				3,366
DXP Enterprises, Inc.			1,159				(53	)			683				215				3,234
Fastenal Company			3,903				515				2,643				12,824				20,746
Kaman Corporation			1,784				57				1,464				1,151				5,258
Lawson Products, Inc.			276				3				135				174				1,500
MRC Global Inc.			4,020				(369	)			2,434				1,402				4,135
Patterson Companies, Inc.			5,387				187				3,521				4,626				7,000
Rush Enterprises, Inc.			4,857				52				2,797				867				6,700
ScanSource, Inc.			3,519				67				1,439				952				2,000
United Natural Foods, Inc.			8,318				127				2,646				2,358				8,700
Watsco, Inc.			4,156				175				1,877				4,585				5,000
WESCO International, Inc.			7,478				200				4,691				2,173				9,300
W.W. Grainger, Inc.			10,040				745				5,965				13,935				25,100
Summary Percentiles: 15 Companies
75th Percentile			$ 6,004				$ 181				$ 3,244				$ 3,647				8,700
Median			4,020				67				2,643				1,762				5,839
25th Percentile			2,934				42				1,452				1,052				3,751
MSC Industrial Direct(6)			$ 2,846				$ 228				$ 2,023				$ 4,331				6,642
– Percentile Rank			24%				86%				38%				78%				56%

The Committee generally seeks to set base salary, total target cash compensation (the sum of base salary and target annual performance bonus) and total target direct compensation (the sum of total target cash compensation and long-term equity compensation) at the median, or 50^th percentile, of the market data. Total cash compensation based on achievement of stretch performance goals under our performance bonus generally is targeted to approximate the 75^th percentile of the market data. Long-term equity compensation in the form of stock options and RSUs generally are targeted to approximate the median of the market data. 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.

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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:

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 addition, our equity award documents provide for forfeiture of awards in cases where a grantee violates a confidentiality, non-competition or non-solicitation covenant or agreement and for recoupment in cases where, following a termination of employment, the company determines that a termination for cause would have been justified prior to such termination.

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

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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 our executive officers. The ownership guidelines provide for each of our Section 16 executive officers to own a minimum number of shares having a value equal to the following:

Role		Minimum Value of Shares
Chief Executive Officer		6 times annual base salary
Executive Vice Presidents		3 times annual base salary
Senior Vice Presidents		2 times annual base salary
Vice Presidents		1 times 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 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 and restricted stock unit 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 CEO and the three other most highly compensated executive officers (excluding our CFO). 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 RSU 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 2016 annual performance bonus program were made under our shareholder-approved 2015 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 2016 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. F.W. Cook also determined that recent changes to our annual and long-term incentive programs, implemented in fiscal 2016, reflect considerable time and attention and have not elevated the riskiness of our incentive programs. Based on the Compensation Committee’s review and the F.W. Cook report, 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

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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.”

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)
Roger Fradin
Louise Goeser
Michael Kaufmann
Steven Paladino

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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 September 3, 2016, August 29, 2015 and August 30, 2014:

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 President and Chief Executive Officer			2016				700,710				—				824,953				674,994				500,000				20,711				2,721,368
			2015				685,869				—				474,932				645,987				432,000				19,963				2,258,751
			2014				648,491				—				499,962				679,987				666,400				19,758				2,514,598
Rustom Jilla(7) Executive Vice President and Chief Financial Officer			2016				476,811				—				384,970				314,993				117,726				30,490				1,324,990
			2015				45,673				—				499,981				—				—				3,825				549,479
Douglas Jones Executive Vice President, Chief Supply Chain Officer			2016				384,604				—				302,452				247,493				73,435				21,520				1,029,504
			2015				376,034				—				179,926				314,986				99,239				17,896				988,081
			2014				368,670				—				199,985				349,993				158,303				18,230				1,095,181
Steve Armstrong Senior Vice President, General Counsel and Corporate Secretary			2016				386,213				—				221,641				181,350				53,549				20,655				863,408
			2015				377,808				—				166,475				236,405				72,367				19,261				872,316
			2014				369,183				—				166,463				236,399				172,975				19,373				964,393
Kari Heerdt Senior Vice President and Chief People Officer			2016				325,638				—				192,485				157,492				57,535				14,815				747,965
			2015				325,050				100,000				249,904				199,989				72,367				18,523				965,833

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Fiscal Year 2016 All Other Compensation

Name		Auto Allowance ($)				Housing ($)(1)				Tax Reimbursement ($)(2)				401(k) Match ($)				Group Term Life Insurance ($)				Total ($)
Erik Gershwind			12,000				—				—				7,596				1,115				20,711
Rustom Jilla			13,200				400				1,701				12,941				2,248				30,490
Douglas Jones			12,415				—				—				8,080				1,025				21,520
Steve Armstrong			10,800				—				—				7,930				1,925				20,655
Kari Heerdt			7,712				—				—				6,525				578				14,815

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Fiscal Year 2016 Grants of Plan-Based Awards

The following table shows the stock option and restricted stock units granted to our named executive officers in fiscal year 2016 and the estimated possible payouts under the performance bonus awards granted to our named executive officers in respect of fiscal year 2016 performance.

Name		Grant Date				Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1)												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)
						Threshold ($)				Target ($)				Maximum ($)
Erik Gershwind			—				487,500				1,300,000				2,080,000				—				—				—				—
			10/19/2015				—				—				—				—				84,059				58.90				674,994
			10/19/2015				—				—				—				14,006				—				—				824,953
Rustom Jilla			—				128,428				342,475				547,960				—				—				—				—
			10/19/2015				—				—				—				—				39,227				58.90				314,993
			10/19/2015				—				—				—				6,536				—				—				384,970
Douglas Jones			—				80,111				213,628				341,805				—				—				—				—
			10/19/2015				—				—				—				—				30,821				58.90				247,493
			10/19/2015				—				—				—				5,135				—				—				302,452
Steve Armstrong			—				64,259				171,357				274,171				—				—				—				—
			10/19/2015				—				—				—				—				22,584				58.90				181,350
			10/19/2015				—				—				—				3,763				—				—				221,641
Kari Heerdt			—				62,766				167,375				267,800				—				—				—				—
			10/19/2015				—				—				—				—				19,613				58.90				157,492
			10/19/2015				—				—				—				3,268				—				—				192,485

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Dividends are not paid on unvested restricted stock units; instead, dividend equivalent units accrue on unvested restricted stock units and vest at the same times as the underlying restricted stock units. The quarterly dividend rate was $0.43 per share during fiscal year 2016.

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Outstanding Equity Awards at 2016 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 September 3, 2016.

The market value of the stock awards is based on the closing price of a share of our Class A common stock as of September 2, 2016, the last business day of our 2016 fiscal year, which was $74.17.

Name		Option Awards																Stock Awards
		Number of Securities Underlying Unexercised Options (#)				Number of Securities Underlying Unexercised Options (#)				Option Exercise Price ($)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)
		Exercisable				Unexercisable
Erik Gershwind			26,758				—				66.69				10/20/2018				—				—
			23,514				7,838	(1)			69.46				10/23/2019				—				—
			22,696				22,697	(2)			81.76				10/22/2020				—				—
			11,486				34,459	(3)			83.03				10/21/2021				—				—
			—				84,059	(4)			58.90				10/18/2022				—				—
			—				—				—				—				975	(5)			72,316
			—				—				—				—				1,944	(6)			144,186
			—				—				—				—				6,115	(7)			453,550
			—				—				—				—				5,720	(8)			424,252
			—				—				—				—				14,369	(9)			1,065,749
Rustom Jilla			—				39,227	(4)			58.90				10/18/2022				—				—
			—				—				—				—				5,682	(10)			421,434
			—				—				—				—				6,705	(9)			497,310
Douglas Jones			19,807				—				66.69				10/20/2018				—				—
			17,145				5,715	(1)			69.46				10/23/2019				—				—
			11,682				11,682	(2)			81.76				10/22/2020				—				—
			5,600				16,803	(3)			83.03				10/21/2021				—				—
			—				30,821	(4)			58.90				10/18/2022				—				—
			—				—				—				—				750	(5)			55,628
			—				—				—				—				1,440	(6)			106,805
			—				—				—				—				2,446	(7)			181,420
			—				—				—				—				2,167	(8)			160,726
			—				—				—				—				5,268	(9)			390,728
Steve Armstrong			16,371				—				54.52				10/18/2017				—				—
			13,379				—				66.69				10/20/2018				—				—
			11,580				3,861	(1)			69.46				10/23/2019				—				—
			7,890				7,891	(2)			81.76				10/22/2020				—				—
			4,203				12,611	(3)			83.03				10/21/2021				—				—
			—				22,584	(4)			58.90				10/18/2022				—				—
			—				—				—				—				469	(5)			34,786
			—				—				—				—				1,199	(6)			88,930
			—				—				—				—				2,036	(7)			151,010
			—				—				—				—				2,005	(8)			148,711
			—				—				—				—				3,861	(9)			286,370
Kari Heerdt			3,556				10,668	(3)			83.03				10/21/2021				—				—
			—				19,613	(4)			58.90				10/18/2022				—				—
			—				—				—				—				1,217	(11)			90,265
			—				—				—				—				1,806	(8)			133,951
			—				—				—				—				3,353	(9)			248,692