ILLINOIS TOOL WORKS INC. (NYSE:ITW) Files An 8-K Submission of Matters to a Vote of Security Holders

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ILLINOIS TOOL WORKS INC. (NYSE:ITW) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of the Company was held on May 4, 2018 for the purposes of (i) electing the eleven directors named in the Company’s proxy statement to hold office until the next annual meeting of stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year; (iii) approving, on an advisory basis, a resolution approving executive compensation of the named executive officers as disclosed in the proxy statement; (iv) considering a stockholder proposal to change the threshold to call special stockholder meetings; and (v) considering a stockholder proposal to set company-wide greenhouse gas emissions targets.

All eleven nominees for director as named in the Company’s proxy statement for the meeting were elected by the votes set forth in the table below.

FOR

AGAINST

ABSTAIN

Broker Non-Votes

Election of Directors

Daniel J. Brutto

268,208,651

939,684

418,644

34,327,657

Susan Crown

265,343,498

3,824,405

399,076

34,327,657

James W. Griffith

267,698,250

1,443,405

425,324

34,327,657

Jay L. Henderson

268,014,577

1,142,478

409,924

34,327,657

Richard H. Lenny

266,143,349

2,840,018

583,612

34,327,657

E. Scott Santi

260,350,738

7,853,432

1,362,809

34,327,657

James A. Skinner

260,940,698

7,797,785

828,496

34,327,657

David B. Smith, Jr.

267,729,964

1,458,300

378,715

34,327,657

Pamela B. Strobel

268,412,241

776,229

378,509

34,327,657

Kevin M. Warren

267,641,727

1,546,792

378,460

34,327,657

Anré D. Williams

267,734,755

1,458,754

373,470

34,327,657

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year was ratified by the vote set forth in the table below.

FOR

AGAINST

ABSTAIN

Broker Non-Votes

Ratification of independent registered public accounting firm

299,683,953

3,665,329

545,354

N/A

A Company proposal requesting that stockholders approve a non-binding resolution approving the compensation of the Company’s named executive officers as disclosed to the compensation disclosure rules of the Securities and Exchange Commission under “Compensation Discussion & Analysis,” the Summary Compensation Table, the related compensation tables and the related narrative disclosures, in the March 23, 2018 proxy statement, passed with the following vote.

FOR

AGAINST

ABSTAIN

Broker Non-Votes

Advisory vote to approve executive compensation

256,339,869

12,051,897

1,175,213

34,327,657

The stockholder proposal to change the ownership threshold to call special stockholder meetings was defeated by the vote set forth in the table below.

FOR

AGAINST

ABSTAIN

Broker Non-Votes

Change the ownership threshold to call special stockholder meetings

101,235,253

165,917,390

2,414,336

34,327,657

The stockholder proposal to set Company-wide greenhouse gas emissions targets was defeated by the vote set forth in the table below.

FOR

AGAINST

ABSTAIN

Broker Non-Votes

Set Company-wide greenhouse gas emissions targets

65,552,115

201,142,911

2,871,953

34,327,657


About ILLINOIS TOOL WORKS INC. (NYSE:ITW)

Illinois Tool Works Inc. (ITW) is a manufacturer of a range of industrial products and equipment. The Company operates through seven segments: Automotive OEM, Test & Measurement and Electronics, Food Equipment, Polymers & Fluids, Welding, Construction Products and Specialty Products. It produces components and fasteners for automotive-related applications; equipment, consumables and related software for testing and measuring of materials and structures, and equipment and consumables used in the production of electronic subassemblies and microelectronics; adhesives, sealants, lubrication and cutting fluids, and fluids and polymers for auto aftermarket maintenance and appearance; arc welding equipment, consumables and accessories for a range of industrial and commercial applications, and beverage packaging equipment and consumables, product coding and marking equipment, and consumables, and appliance components and fasteners. It has over 80 divisions in approximately 60 countries.