8-KLeadership ChangesCorporate ChangesExhibits & Filings

ILLINOIS TOOL WORKS INC 8-K Report, Executive Changes (Aug 8, 2014)

Filed August 8, 2014For Securities:ITW

Summary

Illinois Tool Works Inc. (ITW) announced a key governance update on August 8, 2014, with the election of Richard H. Lenny to its Board of Directors. Mr. Lenny, a seasoned executive with extensive experience as Chairman, President, and CEO of The Hershey Company, and current operating partner at a private equity firm, brings a wealth of operational and strategic insight. His appointment to the Audit and Compensation Committees further signals a commitment to robust oversight in critical areas of corporate governance and executive remuneration. Investors can view this as a positive step, reinforcing the board's expertise and independence. In addition to the director appointment, ITW's Board also approved an amendment to its By-Laws regarding the size of the Board of Directors. The amendment establishes a range for the number of directors, with the exact number to be determined by the Board itself. This provides the Board with greater flexibility in managing its composition to best serve the company's strategic needs. The filing also includes the amended By-Laws and a press release, providing further detail on these developments.

Key Highlights

  • 1Richard H. Lenny elected as a director to the Board, effective August 8, 2014, serving until the May 2015 Annual Meeting.
  • 2Mr. Lenny has been deemed independent by the Company.
  • 3Mr. Lenny's background includes significant leadership roles at The Hershey Company and experience as an operating partner at a private equity firm.
  • 4Mr. Lenny has been appointed to both the Audit and Compensation Committees of the Board.
  • 5The Board of Directors approved an amendment to the By-Laws to set a flexible range for the number of directors.
  • 6The By-Law amendment allows the Board to determine the exact number of directors within the established range.
  • 7The filing includes the amended By-Laws of Illinois Tool Works Inc. and a press release dated August 8, 2014.

Frequently Asked Questions

Richard H. Lenny is a new director elected to ITW's Board. He is 62 years old and has a strong background in executive leadership, having served as Chairman, President, and CEO of The Hershey Company from 2001 to 2007. He was also an operating partner with Friedman Fleischer & Lowe LLC, a private equity firm, from 2011 to August 1, 2014, and is now a senior advisor. He also holds or has held directorships at Discover Financial Services, ConAgra Foods, Inc., and McDonald’s Corporation.

Mr. Lenny has been appointed to serve on the Audit Committee and the Compensation Committee of the ITW Board of Directors.

The By-Laws were amended to establish a range for the number of directors (not less than three nor more than twenty). The exact number of directors within this range can now be set from time to time by a resolution of the Board of Directors, acting by a vote of not less than a majority of the directors then in office. This provides the Board with more flexibility in managing its size and composition.

Mr. Lenny will participate in the standard non-employee director compensation arrangements as described in the company's 2014 proxy statement.