8-KLeadership ChangesCorporate ChangesExhibits & Filings

ILLINOIS TOOL WORKS INC 8-K Report, Executive Changes (Feb 13, 2012)

Filed February 13, 2012For Securities:ITW

Summary

Illinois Tool Works Inc. (ITW) filed an 8-K on February 13, 2012, announcing significant changes to its Board of Directors and corporate governance. The company elected two new independent directors, Daniel J. Brutto and James W. Griffith, to its Board. Mr. Brutto brings extensive international logistics experience from UPS, while Mr. Griffith adds manufacturing and CEO leadership from The Timken Company. Both have been appointed to key committees, enhancing the Board's expertise and oversight capabilities. In addition to the director appointments, ITW's Board approved an amendment to its By-Laws, increasing the total number of directors from ten to twelve. This strategic move allows for greater flexibility in Board composition and may reflect future growth or expanded oversight needs. The company also disclosed standard compensation arrangements for non-employee directors, including phantom stock unit awards, which are tied to the company's stock performance.

Key Highlights

  • 1Elected Daniel J. Brutto and James W. Griffith as new independent directors.
  • 2Mr. Brutto is President of UPS International, bringing significant global logistics expertise.
  • 3Mr. Griffith is President and CEO of The Timken Company, providing manufacturing and leadership experience.
  • 4Both new directors have been appointed to key Board committees (Audit, Finance, Compensation).
  • 5The Board of Directors size has been increased from ten to twelve members.
  • 6The amendment to the By-Laws increasing the director count is effective February 10, 2012.
  • 7New directors will receive standard non-employee director compensation, including phantom stock units.

Frequently Asked Questions

The appointment of Mr. Brutto and Mr. Griffith brings valuable external expertise and diverse experience to ITW's Board. Mr. Brutto's leadership in international logistics from UPS and Mr. Griffith's extensive experience as CEO of The Timken Company will strengthen the Board's strategic oversight and operational insight, particularly in global markets and manufacturing.

The increase in the number of directors from ten to twelve provides the company with greater flexibility in board composition. This could be to accommodate new expertise, prepare for future growth, ensure adequate representation on various committees, or enhance overall governance by bringing in a broader range of perspectives.

Messrs. Brutto and Griffith will participate in ITW's standard compensation plan for non-employee directors. This includes an initial award of 1,000 phantom stock units, the value of which is directly linked to the market value of ITW's common stock, aligning their interests with shareholders.

The election of Mr. Brutto and his committee appointments are effective February 10, 2012. The election of Mr. Griffith and his committee appointments are effective March 1, 2012. The amendment to the By-Laws to increase the number of directors is also effective February 10, 2012.