UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 3, 2020

W.W. Grainger, Inc.

(Exact name of Registrant as Specified in its Charter)

Illinois		1-5684		36-1150280
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois				60045
(Address of Principal Executive Offices)				(Zip Code)

(Registrant's Telephone Number, Including Area Code): (847) 535-1000

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.50 per share		GWW		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 3, 2020, W.W. Grainger, Inc. (the “Company”) announced that Thomas B. Okray has decided to step down as Senior Vice President and Chief Financial Officer of the Company effective December 31, 2020 to pursue another opportunity at a publicly traded company. Mr. Okray’s resignation is not due to any disagreement with respect to the Company’s operations, policies or practices, or the Company’s independent auditors.

In addition, on December 3, 2020, the Company announced that Robert F. O’Keef, Jr., the Company’s Vice President and Treasurer, will assume additional responsibilities as interim Chief Financial Officer, effective January 1, 2021, until such time as a permanent replacement has been identified.

Mr. O’Keef, 51, has served in his current role with the Company since November 2018. In this capacity, Mr. O’Keef oversees the Company’s Treasury, Financial Planning and Analysis, Risk Management and Insurance, Corporate Development and Real Estate functions. Prior to joining the Company, Mr. O’Keef was employed by Motorola Solutions, Inc., a global telecommunications company, where he served as Corporate Vice President of Finance, from January 2016 to November 2018, and as Corporate Vice President and Treasurer, from November 2012 to December 2015.

In connection with his appointment as interim Chief Financial Officer, on January 4, 2021, Mr. O’Keef will receive a one-time grant of restricted stock units (“RSUs”) under the Company’s 2015 Incentive Plan with an intended grant date fair value of $250,000. The RSUs will vest, subject to Mr. O’Keef’s continued employment other than as a result of death, disability or termination without cause, in three equal installments on the first, second and third anniversaries of the grant date.

A copy of the Company’s press release announcing Mr. Okray’s resignation and Mr. O’Keef’s interim appointment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Document Description

99.1

Press release issued by the Company on December 3, 2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 3, 2020

W.W. GRAINGER, INC.


By:	/s/ Hugo Dubovoy, Jr.
	Name:	Hugo Dubovoy, Jr.
	Title:	Vice President, Corporate Secretary

Exhibit 99.1

Grainger Announces CFO Leadership Transition

CHICAGO, December 3, 2020 – Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced that Robert O’Keef, Vice President and Treasurer, has been appointed interim CFO, effective January 1, 2021. His appointment follows Tom Okray’s decision to step down as Senior Vice President and Chief Financial Officer to pursue another opportunity at a publicly traded company. To ensure a smooth transition, Okray will continue in his current role until December 31, 2020.

O’Keef has been with Grainger since 2018 and brings nearly 30 years of financial and executive experience to his new role. As Vice President and Treasurer, he leads the company’s Treasury, Financial Planning and Analysis (FP&A), Risk Management & Insurance, Corporate Development and Real Estate functions. Prior to Grainger, Rob served in senior finance roles at several other public companies, where his responsibilities included capital markets, treasury and FP&A.

“We are pleased that Rob has agreed to serve as CFO on an interim basis,” said DG Macpherson, Chairman and Chief Executive Officer of Grainger. “Rob is a seasoned executive with a deep knowledge of Grainger’s business and strong financial acumen. He led the efforts to reposition and optimize Grainger’s capital structure and ensured the company could maintain strong liquidity throughout the pandemic. I look forward to continuing to collaborate with Rob and the world-class finance team we have at Grainger, and I’m confident this will be a smooth transition as we work to name a successor as soon as possible.”

Macpherson continued, "I congratulate Tom on this new opportunity and thank him for his numerous contributions to the company. We appreciate his support in ensuring a smooth transition and wish him all the best in his new role.”

About Grainger

W.W. Grainger, Inc., with 2019 sales of $11.5 billion, is North America's leading broad line supplier of maintenance, repair and operating (MRO) products, with operations primarily in North America, Japan and Europe.

Page 2

Safe Harbor Statement

All statements in this communication, other than those relating to historical facts, are "forward-looking statements." Forward-looking statements can generally be identified by their use of terms such as "anticipate," "believe," "expect," "could," "may," "intend," "plan," "will" or "would" and similar terms and phrases, including references to assumptions. Forward-looking statements are not guarantees of future performance and are subject to a number of assumptions, risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. Forward-looking statements include, but are not limited to, statements about future strategic plans. Important factors that could cause actual results to differ materially from those presented or implied in the forward- looking statements include, without limitation: the unknown duration and the health, economic, operational and financial impacts of the global outbreak of the coronavirus disease 2019; a major loss of customers; loss or disruption of sources of supply; increased competitive pricing pressures; failure to develop or implement new business strategies; fluctuations or declines in the company's gross profit percentage; the company's responses to market pressures; the outcome of pending and future litigation or other proceedings; investigations, inquiries, audits or changes in laws; failure to comply with laws; government contract matters; disruption of information technology or data security systems; general industry, economic, market or political conditions; general global economic conditions including tariffs and trade issues and policies; currency exchange rate fluctuations; market or commodity price volatility; labor shortages; facilities disruptions or shutdowns; other pandemic diseases or viral contagions; natural and other catastrophes; unanticipated and/or extreme weather conditions; loss of key members of management; changes in effective tax rates; changes in credit ratings or outlook; and other factors that can be found in our filings with the Securities and Exchange Commission, including our most recent periodic reports filed on Form 10-K and Form 10-Q, which are available on our Investor Relations website. Forward-looking statements are given only as of the date of this communication and we disclaim any obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Contacts:

Media:		Investors:
Joseph Micucci		Irene Holman
Senior Director, External Affairs		Vice President, Investor Relations
O: 847-535-0879		O: 847-535-0809
M: 847-830-5328		M: 847-217-8679

Grainger Media Relations Hotline		Abby Sullivan
847-535-5678		Sr. Manager, Investor Relations