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 14, 2022

W.W. GRAINGER, INC.

(Exact name of Registrant as Specified in Charter)

Illinois		1-5684		36-1150280
(State or other Jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

100 Grainger Parkway, Lake Forest, Illinois		60045-5201
(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	Name of Each Exchange on Which Registered
Common Stock	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. ¨

Item 5.02.

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

On December 14, 2022, John L. Howard, Senior Vice President and General Counsel of W.W. Grainger, Inc. (the “Company”), notified the Company of his intention to retire.

In addition, on December 15, 2022, the Company announced that Nancy L. Berardinelli-Krantz, age 45, will join the Company from Eaton Corporation, where she is Senior Vice President and Deputy Chief Legal Officer. Prior to Eaton, Nancy served in senior leadership positions at The Goodyear Tire & Rubber Company and worked for the international law firm of Jones Day. She is also a veteran of the United States Army, Judge Advocate General’s Corps, where she served as a trial attorney in Fort Hood, Texas, and for the Contract Appeals Division in Washington, D.C. She also served as a trial defense counsel in Baghdad, Iraq.

Mr. Howard will step down as the Company’s General Counsel effective as of Ms. Berardinelli-Krantz’s employment start date, which the Company expects to be on or about January 30, 2023. Mr. Howard will continue as Senior Vice President until July 31, 2023, during which Mr. Howard will continue to receive his current base salary and will remain eligible to receive annual equity grants under the Company’s 2022 Incentive Plan and annual incentive (bonus) under the Company’s Management Incentive Plan. He then will provide services at his base salary rate to the Company as an active employee for six months to assist in the leadership transition, and will also be eligible to receive the other benefits that the Company offers its other employees.

A copy of the Company’s press release announcing Mr. Howard’s retirement and Ms. Berardinelli-Krantz’s appointment as Senior Vice President and Chief Legal Officer is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.		Description

99.1		Press release issued by the Company on December 15, 2022.
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 15, 2022

W.W. GRAINGER, INC.


By:	/s/Deidra C. Merriwether
	Name:	Deidra C. Merriwether
	Title:	Senior Vice President and Chief Financial Officer

Exhibit 99.1

News Release

GRAINGER NAMES NANCY BERARDINELLI-KRANTZ AS CHIEF LEGAL OFFICER

CHICAGO, Dec. 15, 2022 – Grainger (NYSE: GWW), the leading broad line distributor of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced it has appointed Nancy L. Berardinelli-Krantz as Senior Vice President and Chief Legal Officer, effective Jan. 30, 2023. Berardinelli-Krantz will succeed John L. Howard who will retire from the company in July 2023 after 23 years of service.

“Nancy’s broad scope of legal knowledge, ethics and compliance experience and leadership in the Army makes her an excellent fit to lead our Legal function and strengthen our values across the organization, with our customers and in our communities,” said D.G. Macpherson, Chairman and CEO. “Her distinguished career in the legal, business and government environment coupled with her ability to lead with integrity matches Grainger’s purpose-driven culture. We look forward to welcoming her to the Grainger team.”

Berardinelli-Krantz joins Grainger from Eaton Corporation, where she is Senior Vice President and Deputy Chief Legal Officer. Prior to Eaton, Nancy served in senior leadership positions at The Goodyear Tire & Rubber Company and worked for the international law firm of Jones Day. She is also a Veteran of the United States Army, Judge Advocate General’s Corps, where she served as a trial attorney in Fort Hood, Texas, and for the Contract Appeals Division in Washington, D.C. She also served as a trial defense counsel in Baghdad, Iraq.

Berardinelli-Krantz earned a bachelor’s degree in political science from John Carroll University, and a juris doctorate, magna cum laude, from the Cleveland-Marshall College of Law. She also serves on the board of trustees for the University Hospitals Rainbow Babies & Children’s Foundation and is a board member for The Command Purpose Foundation.

Berardinelli-Krantz succeeds John L. Howard who joined Grainger in 2000 as Senior Vice President and General Counsel and oversees the company’s legal and corporate environment, health and safety and corporate security teams. Howard is a Fellow of the American College of

Page 2

Governance Counsel and a Life Member of the Council on Foreign Relations and serves on the boards of 1871 Chicago, Rush University Medical Center and The Grainger Foundation. He also served as Chairman, Special Panel on Appeals, the Federal Reserve Bank of Chicago’s Seventh District Advisory Council and as Vice Chairman of the Chicago Botanic Garden.

“For more than 20 years, John Howard has showed unwavering dedication and service to Grainger and our customers,” said Macpherson. “John’s leadership on legal, business and people matters has guided Grainger, and he’s set a standard of placing truth and respect at the center of everything we do. On behalf of the entire Grainger team, we are grateful for the impact John has made on the company, our customers, and the industry.”

About Grainger
W.W. Grainger, Inc., with 2021 sales of $13.0 billion, is a leading broad line distributor with operations primarily in North America, Japan and the United Kingdom. Grainger achieves its purpose, We Keep the World Working®, by serving more than 4.5 million customers worldwide with a wide range of product categories that keep customer operations running and their people safe. The Company also delivers services and solutions, such as technical support and inventory management, to provide tangible value and save customers time and money. Grainger offers more than 2 million maintenance, repair and operating (MRO) products in its High-Touch Solutions assortment and more than 30 million products through its expanding Endless Assortment offering. For more information, visit www.grainger.com.

Media Contact:

Brodie Bertrand

224-443-8240

[email protected]