8-KLeadership ChangesCorporate Changes

ILLINOIS TOOL WORKS INC 8-K Report, Executive Changes (Aug 11, 2010)

Filed August 11, 2010For Securities:ITW

Summary

Illinois Tool Works Inc. (ITW) filed an 8-K on August 10, 2010, reporting key changes to its Board of Directors and corporate governance. The company announced the election of two new independent directors, Kevin M. Warren and Anré D. Williams, effective August 5, 2010. These appointments expand the Board's expertise in areas such as technology solutions and financial services, reflecting a strategic enhancement of the company's leadership team. Furthermore, the Board approved an amendment to ITW's By-Laws to increase the total number of directors from nine to eleven. This change provides greater flexibility in Board composition and governance as the company navigates its strategic objectives. The new directors will participate in standard non-employee director compensation arrangements, including phantom stock awards.

Key Highlights

  • 1Illinois Tool Works Inc. elected two new independent directors, Kevin M. Warren and Anré D. Williams, to its Board of Directors.
  • 2The election of new directors, effective August 5, 2010, was decided at the Board's August 5, 2010 meeting.
  • 3Kevin M. Warren brings executive experience from Xerox Corporation, and Anré D. Williams from American Express Company, adding valuable industry perspectives.
  • 4Mr. Warren has been appointed to the Audit and Compensation Committees, while Mr. Williams joins the Audit and Finance Committees.
  • 5The company's By-Laws were amended to increase the size of the Board of Directors from nine to eleven members.
  • 6The amendment to the By-Laws, also effective August 5, 2010, provides for increased director capacity.
  • 7New directors will receive standard compensation for non-employee directors, including phantom stock unit awards.

Frequently Asked Questions

The new directors elected are Kevin M. Warren and Anré D. Williams. Both were determined to be independent directors.

The By-Laws were amended to increase the total number of directors on the Board from nine to eleven, providing the company with greater flexibility in its governance structure.

Kevin M. Warren is the president of U.S. Solutions Group for Xerox Corporation. Anré D. Williams is the president of Global Commercial Card for American Express Company. Both have significant executive experience in their respective industries.

The new directors will participate in the standard non-employee director compensation arrangements, which include an initial award of phantom stock units.