UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| 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 24, 2024. |
| (b) | The number of shares issued, outstanding and eligible to vote at the meeting as of its record date of March 4, 2024 was 49,133,208. |
At the meeting:
Management’s nominees were elected as directors of the Company for the ensuing year. Of the 45,443,055 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 |
||||||||||||
| R. C. Adkins | 40,578,544 | 2,003,591 | 55,443 | 2,805,477 | ||||||||||||
| G. S. Davis | 42,333,150 | 249,794 | 54,634 | 2,805,477 | ||||||||||||
| K. D. Jaspon | 41,760,892 | 824,689 | 51,997 | 2,805,477 | ||||||||||||
| C. J. Klein | 42,333,871 | 250,380 | 53,327 | 2,805,477 | ||||||||||||
| S. L. Levenick | 39,901,602 | 2,638,394 | 97,582 | 2,805,477 | ||||||||||||
| D.G. Macpherson | 40,011,413 | 2,458,708 | 167,457 | 2,805,477 | ||||||||||||
| C. J. Miller | 42,239,911 | 343,912 | 53,755 | 2,805,477 | ||||||||||||
| N. S. Novich | 40,520,464 | 2,062,864 | 54,250 | 2,805,477 | ||||||||||||
| B. R. Perez | 39,924,777 | 2,661,511 | 51,290 | 2,805,477 | ||||||||||||
| E. S. Santi | 40,992,655 | 1,592,252 | 52,671 | 2,805,477 | ||||||||||||
| S. Slavik Williams | 41,798,083 | 793,157 | 46,338 | 2,805,477 | ||||||||||||
| L. E. Watson | 41,736,070 | 843,921 | 57,587 | 2,805,477 | ||||||||||||
| S. A. White | 41,578,888 | 995,431 | 63,259 | 2,805,477 | ||||||||||||
A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2024 was approved. Of the 45,443,055 shares present or represented by proxy at the meeting, 44,761,880 shares were voted for the proposal, 652,535 shares were voted against the proposal and 28,640 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 45,443,055 shares present or represented by proxy at the meeting, 40,153,226 shares were voted for the proposal, 2,407,221 shares were voted against the proposal and 77,131 shares abstained from voting with respect to the proposal. There were 2,805,477 broker non-votes.
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: April 24, 2024
| W.W. GRAINGER, INC. | |||
| By: | /s/ Ronald J. Edwards | ||
| Name: | Ronald J. Edwards | ||
| Title: | Vice President, Corporate Secretary | ||