W.W. GRAINGER,INC. (NYSE:GWW) Files An 8-K Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.

On March9, 2017, the Board of Directors (the Board) of
W.W. Grainger,Inc. (the Company) amended the By-Laws of
the Company (the Amended By-Laws), effective as of that
date, to implement new proxy access provisions and other
conforming and updating changes.

The proxy access process under the Amended By-Laws will first be
available to the Companys shareholders in connection with the
Companys 2018 annual meeting of shareholders. Under this process,
which is set forth in ArticleII, Section1A of the Amended
By-Laws, a qualifying shareholder, or a group of up to 20 such
shareholders, owning 3% or more of the Companys outstanding
shares of common stock continuously for at least three years may
nominate and include in the Companys proxy statement and proxy
card qualifying director nominees constituting up to the greater
of two directors or 20% of the directors then serving on the
Board, provided that the shareholder(s)and nominee(s)satisfy the
requirements specified in the Amended By-Laws.

ArticleII, Section1(b)of the Amended By-Laws was also amended, in
addition to conforming changes to reflect proxy access, to codify
the Companys historical practice of disclosing and establishing
the deadline for receipt by the Company of notification of a
shareholder nomination to the advance notice by-laws of the
Company as being not later than the deadline with respect to
submission of shareholder proposals under Rule14a-8 of the
Securities Exchange Act of 1934, as amended, for the next annual
meeting of shareholders as set forth in the Companys proxy
statement for the preceding annual meeting of shareholders. This
deadline has been regularly set forth as such in the Companys
proxy statement in prior years and the Company will continue to
follow the same practice.

The foregoing summary does not purport to be complete and is
qualified in its entirety by reference to the Amended By-Laws, a
copy of which is included as Exhibit3.1.1 to this report and is
incorporated by reference herein.In addition, a copy of the
Amended By-Laws, marked to show changes as compared to the
Companys By-Laws, as in effect immediately prior to the adoption
of the Amended By-Laws, is included as Exhibit3.1.2 to this
report.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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. Grainger operates through two segments: the United States and Canada. The United States segment offers a selection of maintenance, repair and operating supplies, and other related products and services. The Canada segment includes Acklands – Grainger Inc. (Ackland – Grainger), which is a distributor of industrial and safety supplies. The Company’s others businesses include The Fabory Group (Fabory), MonotaRO Co. (MonotaRO), Grainger Mexico and Zoro Tools, Inc. (Zoro). Fabory is a European distributor of fasteners, tools and industrial supplies. Zoro is an online distributor of MRO products serving businesses and consumers through its Website, Zoro.com.

W.W. GRAINGER, INC. (NYSE:GWW) Recent Trading Information

W.W. GRAINGER, INC. (NYSE:GWW) closed its last trading session down -6.13 at 244.02 with 594,337 shares trading hands.