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