8-KCorporate ChangesExhibits & Filings

W.W. GRAINGER, INC. 8-K Report, Bylaw Amendment (Mar 9, 2017)

Filed March 9, 2017For Securities:GWW

Summary

W.W. Grainger, Inc. (GWW) filed a Form 8-K on March 9, 2017, to report amendments to its By-Laws. The primary change is the implementation of "proxy access" provisions, which will become available to shareholders for the 2018 annual meeting. This allows qualifying shareholders to nominate director candidates and include them in the company's proxy materials. Under the new by-laws, a shareholder or a group of up to 20 shareholders owning at least 3% of the outstanding common stock for a minimum of three years can nominate directors. The number of nominees allowed is the greater of two directors or 20% of the board's current size. The filing also clarifies the process and deadlines for shareholder nominations, aligning them with established SEC rules.

Key Highlights

  • 1W.W. Grainger, Inc. amended its By-Laws on March 9, 2017.
  • 2The amendments introduce "proxy access" provisions for shareholder director nominations.
  • 3Proxy access will be available starting with the 2018 annual shareholder meeting.
  • 4Qualifying shareholders must own at least 3% of common stock continuously for three years.
  • 5Shareholders can nominate up to the greater of two directors or 20% of the board.
  • 6The deadline for shareholder nominations is clarified and aligned with SEC Rule 14a-8.
  • 7The filing includes the full text of the amended By-Laws and a marked version showing changes.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce and detail amendments made to W.W. Grainger, Inc.'s By-Laws, specifically the introduction of 'proxy access' provisions.

Shareholders can first utilize the new proxy access provisions in connection with W.W. Grainger, Inc.'s 2018 annual meeting of shareholders.

A shareholder, or a group of up to 20 shareholders, must own 3% or more of the Company's outstanding common stock continuously for at least three years to qualify for proxy access.

Under the new by-laws, qualifying shareholders can nominate director candidates constituting up to the greater of two directors or 20% of the directors then serving on the Board.