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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):
May 1, 2020

Commission file number 1-5684

W.W. Grainger, Inc.
(Exact name of registrant as specified in its charter)

Illinois
 
36-1150280
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
100 Grainger Parkway,
Lake Forest,
Illinois
 
60045-5201
(Address of principal executive offices)
 
(Zip Code)
 
 
847
  535-1000
 
 
(Registrant’s telephone number including area code)
 
Not Applicable
(Former name, former address and former fiscal year; 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 5.07 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 29, 2020.

(b)    The number of shares issued, outstanding and eligible to vote at the meeting as of its record date of March 2, 2020 was 53,673,069.

At the meeting:

Management’s nominees were elected as directors of the Company for the ensuing year.  Of the 48,903,306 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
38,388,480
3,126,808
7,388,018
B. P. Anderson
39,552,726
1,962,562
7,388,018
V. A. Hailey
40,621,864
893,424
7,388,018
S. L. Levenick
40,137,530
1,377,758
7,388,018
D. G. Macpherson
39,030,476
2,484,812
7,388,018
N. S. Novich
40,299,954
1,215,334
7,388,018
B. R. Perez
40,678,119
837,169
7,388,018
M. J. Roberts
39,888,396
1,626,892
7,388,018
E. S. Santi
41,071,585
443,703
7,388,018
S. Slavik Williams
41,385,203
130,085
7,388,018
L. E. Watson
41,167,243
348,045
7,388,018

A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2020 was approved.  Of the 48,903,306 shares present or represented by proxy at the meeting, 48,048,542 shares were voted for the proposal, 815,680 shares were voted against the proposal and 39,084 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 48,903,306 shares present or represented by proxy at the meeting, 38,595,366 shares were voted for the proposal, 2,672,522 shares were voted against the proposal and 247,400 shares abstained from voting with respect to the proposal. There were 7,388,018 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.
Dated: May 1, 2020

 
W.W. GRAINGER, INC.
 
 
 
 
 By:
/s/ Hugo Dubovoy Jr.
 
 
Name: Hugo Dubovoy, Jr.
Title: Vice President, Corporate Secretary


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