W.W. Grainger, Inc 8-K, filed May 5, 2025
W.W. Grainger, Inc. (GWW)
8-K
2025-05-05
For: 2025-05-02
View Original
Added on
April 08, 2026
About this 8-K
W.W. Grainger, Inc filed this 8-K on May 5, 2025, reporting on events of May 2, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 8.01: Other events
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):
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (847 ) 535-1000
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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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. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) An annual meeting of shareholders of W.W. Grainger, Inc. (the “Company”) was held on April 30, 2025.
(b) The number of shares issued, outstanding and eligible to vote at the meeting as of its record date of
March 3, 2025 was 48,171,429.
At the meeting:
Management’s nominees were elected as directors of the Company for the ensuing year. Of the 44,557,774 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares voted against, the number of abstentions, and the number of broker non-votes were as follows with respect to each of the nominees:
| Name | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Rodney C. Adkins | 38,904,757 | 1,570,452 | 58,914 | 4,023,651 | ||||||||||||||||||||||
| George S. Davis | 39,896,012 | 600,938 | 37,173 | 4,023,651 | ||||||||||||||||||||||
| Katherine D. Jaspon | 40,178,641 | 298,420 | 57,062 | 4,023,651 | ||||||||||||||||||||||
| Christopher J. Klein | 40,177,492 | 319,243 | 37,388 | 4,023,651 | ||||||||||||||||||||||
| D.G. Macpherson | 37,456,485 | 2,936,317 | 141,321 | 4,023,651 | ||||||||||||||||||||||
| Cindy J. Miller | 40,152,600 | 324,401 | 57,122 | 4,023,651 | ||||||||||||||||||||||
| Neil S. Novich | 37,661,322 | 2,650,022 | 222,779 | 4,023,651 | ||||||||||||||||||||||
| Beatriz R. Perez | 37,827,451 | 2,653,478 | 53,194 | 4,023,651 | ||||||||||||||||||||||
| E. Scott Santi | 38,575,079 | 1,922,860 | 36,184 | 4,023,651 | ||||||||||||||||||||||
| Susan Slavik Williams | 40,138,419 | 349,174 | 46,530 | 4,023,651 | ||||||||||||||||||||||
| Lucas E. Watson | 40,155,520 | 342,601 | 36,002 | 4,023,651 | ||||||||||||||||||||||
| Steven A. White | 40,088,155 | 390,604 | 55,364 | 4,023,651 | ||||||||||||||||||||||
A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2025 was approved. Of the 44,557,774 shares present or represented by proxy at the meeting, 42,900,005 shares were voted for the proposal, 1,629,757 shares were voted against the proposal and 28,012 shares abstained from voting with respect to the proposal.
A non-binding advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved. Of the 44,557,774 shares present or represented by proxy at the meeting, 38,660,828 shares were voted for the proposal, 1,786,810 shares were voted against the proposal and 86,485 shares abstained from voting with respect to the proposal. There were 4,023,651 broker non-votes.
A proposal to approve and adopt the amendment to the Restated Articles of Incorporation to eliminate cumulative voting was approved. Of the 48,171,429 shares outstanding and eligible to vote, 38,343,439 shares were voted for the proposal, 1,115,665 shares were voted against the proposal and 1,075,019 shares abstained from voting with respect to the proposal. There were 4,023,651 broker non-votes.
Item 8.01. Other Events
On April 30, 2025, Stuart Levenick retired from the Company’s Board of Directors (the “Board”) upon the expiration of his term. Following the meeting, the Board appointed E. Scott Santi, an independent member of the Board, to serve as the Lead Director, effective immediately. Mr. Santi has served on the Board since 2010 and currently serves on the Audit Committee and Board Affairs and Nominating Committee. Mr. Santi was also appointed as Chair of the Board Affairs and Nominating Committee.
Additionally, Rodney C. Adkins has moved to the Audit Committee to replace Mr. Levenick and Beatriz R. Perez has replaced Mr. Adkins as Chair of the Compensation Committee of the Board. Both Mr. Adkins and Ms. Perez are independent members of the Board and have served on the Board since 2014 and 2017, respectively.
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: May 2, 2025
W.W. GRAINGER, INC. | ||||||||
| By: | /s/ Paul Stanukinas | |||||||
| Name: | Paul Stanukinas | |||||||
| Title: | Vice President and Corporate Secretary | |||||||