Illinois Tool Works Inc DEFA14A, filed Mar 26, 2021

Illinois Tool Works Inc (ITW)

DEFA14A 2021-03-26

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Added on October 27, 2026

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☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

ILLINOIS TOOL WORKS INC.
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.

☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	1)	Title of each class of securities to which transaction applies:

	2)	Aggregate number of securities to which transaction applies:

	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

	4)	Proposed maximum aggregate value of transaction:

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☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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	2)	Form, Schedule or Registration Statement No.:

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		Meeting Information
		Meeting Type: Annual Meeting
		For holders as of: March 8, 2021
		Date: May 7, 2021 Time: 1:00 P.M. CT
		Location: The Meeting will be held in virtual format only at:
		www.virtualshareholdermeeting.com/ITW2021.
		The company will be hosting the meeting this year in virtual format only. There is no physical location for the meeting. To virtually attend the meeting, please visit www.virtualshareholdermeeting.com/ITW2021 and be sure to have the information that is printed in the box marked by the arrow (located on the following page).


		Proxy Materials Available to VIEW or RECEIVE:
		1. NOTICE AND PROXY STATEMENT 2. ANNUAL REPORT ON FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY INTERNET: www.proxyvote.com 2) BY TELEPHONE: 1-800-579-1639 3) BY E-MAIL: sendmaterial@proxyvote.com If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 23, 2021 to facilitate timely delivery.
		— How To Vote — Please Choose One of the Following Voting Methods


		Vote By Internet: Before The Meeting: Go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. During The Meeting: Go to www.virtualshareholdermeeting.com/ITW2021. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions.
		Vote By Mail or by Phone: You can vote by mail or by phone by requesting a paper copy of the materials, which will include a proxy card with instructions. See “How to Request and Receive a PAPER or E-MAIL Copy” above.


		Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1913 (11-01)


The Board of Directors recommends you vote FOR all nominees:


		1. Election of Directors 1a. Daniel J. Brutto 1b. Susan Crown 1c. Darrell L. Ford 1d. James W. Griffith 1e. Jay L. Henderson 1f. Richard H. Lenny 1g. E. Scott Santi 1h. David B. Smith, Jr. 1i. Pamela B. Strobel 1j. Anré D. Williams		The Board of Directors recommends you vote FOR the following proposals: 2. Ratification of the appointment of Deloitte & Touche LLP as ITW’s independent registered public accounting firm for 2021; 3. Advisory vote to approve compensation of ITW’s named executive officers; and The Board of Directors recommends you vote AGAINST the following proposal: 4. A non-binding stockholder proposal, if properly presented at the meeting, to permit stockholders to act by written consent. NOTE: In their discretion, the proxy holders may vote on such other business as may properly come before the meeting or any adjournment thereof. This is not a ballot or a proxy. You cannot use this notice to vote your shares.


		Voting Items