GWW W.W. Grainger

Filed: 30 Apr 21, 2:53pm






Washington, D.C. 20549





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



(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 ClassTrading SymbolName of Each Exchange on Which Registered
Common StockGWWNew 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
(or Abstained)
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.







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 
 By:/s/ Hugo Dubovoy, Jr. 
  Hugo Dubovoy, Jr.
  Vice President, Corporate Secretary