W.W. Grainger, Inc. (NYSE:GWW) Files An 8-K Submission of Matters to a Vote of Security Holders

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W.W. Grainger, Inc. (NYSE:GWW) 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.

(a)
An annual meeting of shareholders of W.W. Grainger,
Inc. (the “Company”) was held on April 26, 2017.
(b)
The number of shares issued, outstanding and eligible
to vote at the meeting as of its record date of March
6, 2017 was 58,719,653.
At the meeting:
Managements nominees were elected as directors of the
Company for the ensuing year. Of the 47,963,809 shares
present in person or represented by proxy at the
meeting, the number of shares voted for, the number of
shares as to which authority to vote in the election
was withheld, and the number of broker non-votes were
as follows with respect to each of the nominees:
Name
Shares Voted For Election
Shares as to Which Voting Authority Withheld
Broker Non-Votes
R. C. Adkins
43,539,729
340,940
4,083,140
B. P. Anderson
42,872,578
1,008,091
4,083,140
V. A. Hailey
43,377,089
503,580
4,083,140
S. L. Levenick
42,997,899
882,770
4,083,140
D. G. Macpherson
43,460,346
420,323
4,083,140
N. S. Novich
42,505,231
1,375,438
4,083,140
M. J. Roberts
43,044,994
835,675
4,083,140
J. T. Ryan
43,090,850
789,819
4,083,140
E. S. Santi
43,513,471
367,198
4,083,140
J. D. Slavik
42,698,950
1,181,719
4,083,140
A proposal to ratify the appointment of Ernst Young LLP
as independent auditor of the Company for the year
ending December 31, 2017 was approved. Of the
47,963,809 shares present or represented by proxy at
the meeting, 47,092,310 shares were voted for the
proposal, 833,007 shares were voted against the
proposal and 38,492 shares abstained from voting with
respect to the proposal.
A non-binding advisory proposal to approve the
compensation of the Companys Named Executive Officers
was approved. Of the 47,963,809 shares present or
represented by proxy at the meeting, 42,599,343 shares
were voted for the proposal, 827,618 shares were voted
against the proposal and 453,708 shares abstained from
voting with respect to the proposal. There were
4,083,140 broker nonvotes.
A non-binding advisory proposal to select the frequency
of the advisory vote on the compensation of the
Companys Named Executive Officers was voted on. Of the
47,963,809 shares present or represented by proxy at
the meeting, 41,565,423 shares were voted for one year,
253,916 shares were voted for two years, 1,948,072
shares were voted for three years and 113,258 shares
abstained from voting with respect to the proposal.
There were 4,083,140 broker non-votes. Consistent with
the preferred frequency expressed by the Companys
shareholders, the Company has determined to hold a
non-binding advisory vote to approve the compensation
of the Companys Named Executive Officers every year,
until the next required non-binding advisory vote on
the frequency of shareholder votes on the compensation
of the Companys Named Executive Officers.


About W.W. Grainger, Inc. (NYSE:GWW)

W.W. Grainger, Inc. (Grainger) is a distributor of maintenance, repair and operating (MRO) supplies and other related products and services. The Company offers its products and services to businesses and institutions in the United States and Canada, with presence also in Europe, Asia and Latin America. The Company operates through two segments, which include the United States and Canada. The Company’s business support functions provide coordination and guidance in the areas of accounting and finance, business development, communications and investor relations, compensation and benefits, information systems, health and safety, global supply chain functions, human resources, risk management, internal audit, legal, real estate, security, tax and treasury. The Company’s other businesses also include Zoro Tools, Inc. (Zoro), the single channel online business in the United States, MonotaRO Co. (MonotaRO) in Japan, and operations in Europe, Asia and Latin America.

W.W. Grainger, Inc. (NYSE:GWW) Recent Trading Information

W.W. Grainger, Inc. (NYSE:GWW) closed its last trading session down -1.07 at 193.10 with 813,179 shares trading hands.