W.W. Grainger (GWW) investors re-elect board and approve 2026 pay and auditor

Rhea-AI Filing Summary

W.W. Grainger, Inc. held its annual shareholder meeting on April 29, 2026. A total of 47,329,985 shares were issued, outstanding and eligible to vote as of the March 2, 2026 record date, with 41,240,433 shares present in person or by proxy.

All management nominees for the board of directors were elected, each receiving more votes for than against, along with some broker non-votes. Shareholders also approved the ratification of Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

In addition, a non-binding, advisory proposal approving the compensation of the Company’s Named Executive Officers passed, with 35,714,133 shares voted for, 1,299,429 against and 134,543 abstentions, and 4,092,328 broker non-votes recorded on this item.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares eligible to vote: 47,329,985 shares Shares represented at meeting: 41,240,433 shares Auditor ratification votes for: 39,167,913 shares +5 more

8 metrics

Shares eligible to vote 47,329,985 shares Issued, outstanding and eligible as of March 2, 2026 record date

Shares represented at meeting 41,240,433 shares Present in person or by proxy at annual meeting

Auditor ratification votes for 39,167,913 shares Votes for ratifying Ernst & Young LLP for 2026

Auditor ratification votes against 1,824,734 shares Votes against ratifying Ernst & Young LLP for 2026

Say-on-pay votes for 35,714,133 shares For non-binding advisory approval of executive compensation

Say-on-pay votes against 1,299,429 shares Against non-binding advisory approval of executive compensation

Broker non-votes on say-on-pay 4,092,328 shares Broker non-votes recorded on compensation proposal

Example director votes for 36,429,026 shares Votes for nominee Rodney C. Adkins

Key Terms

broker non-votes, non-binding, advisory proposal, Named Executive Officers, independent auditor

4 terms

broker non-votes financial

"There were 4,092,328 broker non-votes."

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding, advisory proposal financial

"A non-binding, advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved."

Named Executive Officers financial

"A non-binding, advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent auditor financial

"A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2026 was approved."

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Understanding 8-K Material Events →

0000277135false00002771352026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported):

April 29, 2026

W.W. Grainger, Inc.

(Exact name of registrant as specified in its charter)

Illinois

1-5684

36-1150280

(State or other jurisdiction of incorporation)

(Commission file number)

(I.R.S. Employer Identification No.)

100 Grainger Parkway

60045-5201

Lake Forest,

Illinois

(Zip Code)

(Address of principal executive offices)

Registrant’s telephone number, including area code: (847) 535-1000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class			Trading Symbol			Name of Each Exchange on Which Registered
Common Stock			GWW			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐         

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 29, 2026.

(b)    The number of shares issued, outstanding and eligible to vote at the meeting as of its record date of

March 2, 2026 was 47,329,985.

At the meeting:

Management’s nominees were elected as directors of the Company for the ensuing year. Of the 41,240,433 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares voted against, the number of abstentions, and the number of broker non-votes were as follows with respect to each of the nominees:

Name						Votes For						Votes Against						Abstentions						Broker Non-Votes
Rodney C. Adkins						36,429,026						689,883						29,196						4,092,328
George S. Davis						36,458,914						659,938						29,253						4,092,328
Katherine D. Jaspon						36,639,377						458,928						49,800						4,092,328
Christopher J. Klein						36,626,576						489,593						31,936						4,092,328
D.G. Macpherson						35,479,991						1,640,685						27,429						4,092,328
Cindy J. Miller						36,610,087						488,351						49,667						4,092,328
Neil S. Novich						35,416,518						1,471,471						260,116						4,092,328
Beatriz R. Perez						36,187,755						910,047						50,303						4,092,328
E. Scott Santi						35,194,375						1,926,392						27,338						4,092,328
Susan Slavik Williams						36,541,916						565,029						41,160						4,092,328
Lucas E. Watson						36,602,407						519,701						25,997						4,092,328
Steven A. White						36,592,480						505,576						50,049						4,092,328

A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2026 was approved. Of the 41,240,433 shares present or represented by proxy at the meeting, 39,167,913 shares were voted for the proposal, 1,824,734 shares were voted against the proposal and 247,786 shares abstained from voting with respect to the proposal.

A non-binding, advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved. Of the 41,240,433 shares present or represented by proxy at the meeting, 35,714,133 shares were voted for the proposal, 1,299,429 shares were voted against the proposal and 134,543 shares abstained from voting with respect to the proposal. There were 4,092,328 broker non-votes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 1, 2026

			W.W. GRAINGER, INC.
			By:			/s/ Paul J. Stanukinas
			Name:			Paul J. Stanukinas
			Title:			Vice President and Corporate Secretary

FAQ

What did W.W. Grainger (GWW) shareholders vote on at the 2026 annual meeting?

Shareholders elected all board nominees, ratified Ernst & Young LLP as independent auditor for 2026, and approved a non-binding advisory proposal on Named Executive Officer compensation, reflecting support for the company’s governance and pay practices.

How many W.W. Grainger (GWW) shares were eligible to vote at the 2026 annual meeting?

A total of 47,329,985 shares were issued, outstanding and eligible to vote as of the March 2, 2026 record date. This figure defines the maximum potential voting base for the 2026 annual meeting proposals.

Did W.W. Grainger (GWW) shareholders approve the company’s auditor for 2026?

Yes. Shareholders approved the ratification of Ernst & Young LLP as W.W. Grainger’s independent auditor for the year ending December 31, 2026, with 39,167,913 shares voted for and 1,824,734 shares against.

Was W.W. Grainger (GWW) executive compensation approved in the 2026 say-on-pay vote?

Yes. The non-binding advisory proposal on compensation for Named Executive Officers was approved, with 35,714,133 shares for, 1,299,429 against, 134,543 abstentions and 4,092,328 broker non-votes, indicating shareholder support for the pay program.

How many shares were represented at W.W. Grainger’s 2026 annual meeting?

At the annual meeting, 41,240,433 shares were present in person or represented by proxy. This attendance level determined the voting power actually cast on director elections and the other proposals.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 6.4 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 24.8 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.4 KB