8-K
W.W. Grainger, Inc. (GWW)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 12, 2021
W.W. Grainger, Inc.
(Exact name of Registrant as Specified in its Charter)
| Illinois | 1-5684 | 36-1150280 |
|---|---|---|
| (State or Other Jurisdiction<br><br>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<br>communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ¨ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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| ¨ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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| ¨ | Pre-commencement<br>communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Securities registered pursuant to Section 12(b) of the Act:
| Title<br> of each class | Trading<br> Symbol(s) | Name<br> 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; Electionof Directors;Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
|---|
On January 12, 2021 (the “Effective Date”), W.W. Grainger, Inc. (the “Company”) announced that it has appointed Deidra C. Merriwether as Senior Vice President and Chief Financial Officer of the Company, effective immediately. Ms. Merriwether will succeed Robert F. O’Keef, Jr., whom had served as the Company’s Interim Chief Financial Officer and will continue serving as the Company’s Vice President and Treasurer. Mr. O’Keef’s transition is not the result of any disagreement with respect to the Company’s operations, policies or practices or the Company’s independent auditors.
Since January 2020, Ms. Merriwether, age 51, served as Senior Vice President and President, North American Sales & Services of the Company. Previously, Ms. Merriwether served at the Company as Senior Vice President, U.S. Direct Sales and Strategic Initiatives, a position assumed in September 2017, Vice President, Pricing and Indirect Procurement, a position assumed in April 2016, and Vice President, Finance, Americas, a position assumed in September 2013. Ms. Merriwether is also serving on the board of directors of Weyerhaeuser Company, a timberlands and wood products company, a position she has held since November 2020.
In her new role, Ms. Merriwether will receive an annual base salary of $650,000 (subject to proration in 2021), a target annual incentive (bonus) opportunity equal to 90 percent of her annual base salary under the Company’s Management Incentive Plan, and a target annual equity grant opportunity equal to $1,250,000 under the Company’s 2015 Incentive Plan.
A copy of the Company’s press release announcing Ms. Merriwether’s appointment as Senior Vice President and Chief Financial Officer and Mr. O’Keef’s continuation in his role as Vice President and Treasurer of the Company 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 January 12, 2021. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
| --- | --- |
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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: January 12, 2021
| W.W. GRAINGER, INC. | ||
|---|---|---|
| By: | /s/ Hugo Dubovoy, Jr. | |
| Name: | Hugo Dubovoy, Jr. | |
| Title: | Vice President,<br><br>Corporate Secretary |
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Exhibit 99.1
GraingerAnnounces Appointments of Chief Financial Officer and President of Grainger Business Unit
CHICAGO, January 12, 2020 – Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced the following executive leadership appointments:
| • | Deidra (Dee) Merriwether, currently Senior Vice President (SVP) and President, North American Sales and Services, has been<br>named Chief Financial Officer. |
|---|---|
| • | Paige Robbins, currently SVP, Chief Technology, Merchandising, Marketing and Strategy Officer, has been named SVP and President<br>of the Grainger Business Unit, comprised of Grainger businesses in the United States, Canada, Mexico and Puerto Rico. |
| --- | --- |
“Dee is a proven executive with a track record of delivering profitable growth,” said DG Macpherson, Chairman and Chief Executive Officer of Grainger. “Her financial expertise and deep understanding of Grainger’s business operations will serve the company well as we execute our strategy and expand our leadership position. I would also like to thank Rob O’Keef for serving as our interim CFO and the entire Grainger finance team for leading through a smooth transition. Rob will resume his role as Vice President and Treasurer.”
The Grainger Business Unit will merge all commercial functions for the Grainger brand in North America into a single organization. This new structure will help drive profitable share gain and exceptional customer solutions across geographies.
“We keep the world working when we truly understand our customers’ needs and provide solutions that keep their operations running, protect their people, and save them time and money,” said Macpherson. “Integrating our sales, services and solutions functions into one business unit will help Grainger better support our customers with quicker, more coordinated decisions.
“Paige is well-positioned to lead the Grainger Business Unit, bringing a strategic mindset and operational experience to the role,” continued Macpherson. “Since joining Grainger, Paige has made significant contributions to the company, first as the head of our Global Supply Chain function, and most recently leading Grainger’s Technology, Merchandising, Marketing and Strategy functions. In each position, she delivered strong operational results and put the customer first.”
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Merriwether and Robbins will assume their new roles effective immediately.
About Deidra Merriwether
Deidra (Dee) Merriwether joined Grainger in 2013 as head of North America Finance. In 2017, she became head of U.S. Direct Sales and Pricing, leading the development and implementation of Grainger’s new pricing strategy, and reinvigorating the company’s relationships with large and medium customers throughout the United States. In 2020, she was named SVP and President, North American Sales & Services, where she has been responsible for Grainger’s sales, solutions and customer engagement strategies across North America. Prior to joining Grainger, Merriwether worked in various roles with Sears Holdings, PricewaterhouseCoopers and Eli Lilly, where she delivered consistent top quartile performance. She currently serves on the board of directors of Weyerhaeuser Company, one of the world’s largest timberlands operators, as well as the Ann and Robert H. Lurie Children’s Hospital of Chicago.
About Paige Robbins
Paige Robbins joined Grainger in 2010 and, during her tenure, she has led the Global Supply Chain, Branch Network, Customer Service Centers, Corporate Strategy, Marketing, Merchandising and the Grainger Technology Group. Prior to joining Grainger, Robbins served as Partner and Managing Director at the Boston Consulting Group (BCG), where she specialized in industrial companies. At BCG, she helped her clients on a range of issues including growth, customer segmentation, pricing, profit improvement, supply chain and merger and acquisition strategies.
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.
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Safe Harbor Statement
All statements in this communication, other than those relatingto historical facts, are "forward-looking statements" which are not guarantees of future performance and are subjectto a number of assumptions, risks and uncertainties, many of which are beyond our control and could cause actual results to differmaterially from such statements. Important factors that could cause actual results to differ materially from those presented orimplied in the forward- looking statements include: the unknown duration and impacts of the global outbreak of the coronavirusdisease 2019; a major loss of customers; loss or disruption of sources of supply; failure to develop or implement new businessstrategies; the company's responses to market pressures; the outcome of pending and future litigation or other proceedings; governmentcontract matters; disruption of information technology or data security systems; general industry, economic, market or politicalconditions; general global economic conditions; facilities disruptions or shutdowns; natural and other catastrophes; loss of keymembers of management; and other factors that can be found in our filings with the Securities and Exchange Commission, includingour most recent reports filed on Form 10-K and Form 10-Q, which are available on our Investor Relations website. Forward-lookingstatements are given only as of the date of this communication and we disclaim any obligation to update or revise them, exceptas 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 |