8-KShareholder Matters

W.W. GRAINGER, INC. 8-K Report, Shareholder Vote Results (Apr 27, 2017)

Filed April 27, 2017For Securities:GWW

Summary

This 8-K filing from W.W. Grainger, Inc. (GWW) details the outcomes of its Annual Shareholder Meeting held on April 26, 2017. The primary focus of the report is on the voting results for key corporate governance matters, including director elections, auditor ratification, and executive compensation. Investors can take comfort in the strong shareholder support for the re-election of all management's director nominees, with overwhelming majorities voting in favor of each candidate. Similarly, the appointment of Ernst & Young LLP as the independent auditor for 2017 received broad approval. The company also received majority support for its "say-on-pay" advisory vote and the shareholder preference for holding this advisory vote annually.

Key Highlights

  • 1All management's director nominees were overwhelmingly elected to the Board of Directors.
  • 2The appointment of Ernst & Young LLP as the independent auditor for the year ending December 31, 2017, was ratified with strong shareholder approval.
  • 3The non-binding advisory proposal to approve the compensation of Named Executive Officers (CEO & other top execs) received majority support.
  • 4Shareholders expressed a preference for holding the executive compensation advisory vote on an annual basis.
  • 5The company has committed to holding the advisory "say-on-pay" vote annually, aligning with shareholder preference.
  • 6A significant portion of outstanding shares (47,963,809 out of 58,719,653 eligible) were present in person or by proxy, indicating active shareholder participation.

Frequently Asked Questions

Yes, all of W.W. Grainger's management nominees for the Board of Directors were elected with substantial majority support from shareholders at the April 26, 2017 annual meeting.

Yes, shareholders approved the appointment of Ernst & Young LLP as the independent auditor for W.W. Grainger, Inc. for the fiscal year ending December 31, 2017, with a very high percentage of votes in favor.

Shareholders approved the non-binding advisory proposal to approve the compensation of the Company's Named Executive Officers. The majority of shares present and voted favored the proposal.

Following the shareholder vote, W.W. Grainger, Inc. has determined, consistent with shareholder preference, to hold the non-binding advisory vote on executive compensation every year.