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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): April 28, 2021

 

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. o

 

 

 

 

 

 

Item 5.07Submission 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 28, 2021.

 

(b)The number of shares issued, outstanding and eligible to vote at the meeting as of its record date of March 1, 2021 was 52,340,993.

 

 At the meeting:

 

 Management’s nominees were elected as directors of the Company for the ensuing year.  Of the 46,938,499 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares withheld/against (or abstained), and the number of broker non-votes were as follows with respect to each of the nominees:

 

Name  Shares Voted
for Election
   Shares
Withheld/Against
(or Abstained)
   Broker
Non-Votes
 
R. C. Adkins   37,094,020    3,557,045    6,287,434 
B. P. Anderson   38,673,364    1,977,701    6,287,434 
V. A. Hailey   38,295,384    2,355,681    6,287,434 
K. D. Jaspon   40,516,919    134,146    6,287,434 
S. L. Levenick   38,202,635    2,448,430    6,287,434 
D. G. Macpherson   37,442,191    3,208,874    6,287,434 
N. S. Novich   38,633,469    2,017,596    6,287,434 
B. R. Perez   39,987,462    663,603    6,287,434 
M. J. Roberts   39,373,458    1,277,607    6,287,434 
E. S. Santi   39,742,292    908,773    6,287,434 
S. Slavik Williams   40,137,102    513,963    6,287,434 
L. E. Watson   40,516,058    135,007    6,287,434 
S. A. White   39,621,821    1,029,244    6,287,434 

 

 A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2021 was approved.  Of the 46,938,499 shares present or represented by proxy at the meeting, 45,978,874 shares were voted for the proposal, 918,261 shares were voted against the proposal and 41,364 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 46,938,499 shares present or represented by proxy at the meeting, 37,845,158 shares were voted for the proposal, 2,694,910 shares were voted against the proposal and 110,997 shares abstained from voting with respect to the proposal. There were 6,287,434 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 30, 2021  
   
  W.W. GRAINGER, INC.
     
     
  By: /s/ Hugo Dubovoy, Jr. 
    Hugo Dubovoy, Jr.
    Vice President, Corporate Secretary