8-KShareholder Matters

W.W. GRAINGER, INC. 8-K Report, Shareholder Vote Results (Apr 26, 2018)

Filed April 26, 2018For Securities:GWW

Summary

W.W. Grainger, Inc. (GWW) filed an 8-K on April 25, 2018, detailing the outcomes of its annual shareholder meeting held on April 25, 2018. The report indicates strong shareholder support for the company's leadership, with all management's nominees for the board of directors being elected with significant majorities. Additionally, shareholders overwhelmingly ratified the appointment of Ernst & Young LLP as the independent auditor for the fiscal year ending December 31, 2018. Furthermore, the advisory "say-on-pay" proposal, which seeks shareholder approval of executive compensation for Named Executive Officers, also received substantial backing. These results suggest a general alignment between shareholder interests and the company's governance and compensation practices as presented at the meeting.

Key Highlights

  • 1All management's director nominees were elected at the annual shareholder meeting.
  • 2Ernst & Young LLP was ratified as the independent auditor for fiscal year 2018.
  • 3Shareholder approval was received for the advisory proposal on executive compensation (say-on-pay).
  • 4A significant majority of eligible shares were represented at the meeting, indicating good shareholder engagement.
  • 5The director elections saw high numbers of votes 'for' each nominee, with relatively few 'withheld/against' votes.
  • 6The ratification of the independent auditor received overwhelming support.

Frequently Asked Questions

The key outcomes included the election of all of management's director nominees, the ratification of Ernst & Young LLP as the independent auditor for 2018, and the approval of the advisory proposal on executive compensation (say-on-pay).

All director nominees received a substantial majority of the votes cast 'for' their election. For example, R. C. Adkins received 40,289,859 votes for election, with 5,023,298 votes withheld/against. All other nominees also received a high percentage of affirmative votes.

Yes, the appointment of Ernst & Young LLP as the independent auditor for the year ending December 31, 2018, was ratified with strong shareholder approval. 49,832,969 shares were voted for the proposal.

Yes, the non-binding advisory proposal to approve the compensation of the Company's Named Executive Officers received majority support. 44,245,162 shares were voted for the proposal.