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W.W. Grainger, Inc. is asking shareholders to vote at its 2026 virtual annual meeting on April 29, 2026. Investors will elect 12 directors for one-year terms, ratify Ernst & Young LLP as auditor for the year ending December 31, 2026, and approve on an advisory basis executive compensation for named officers.
The proxy highlights an independently dominated, actively refreshed board, with a combined Chairman/CEO and a Lead Director structure, and detailed committee responsibilities. It emphasizes Grainger’s culture framework, the Grainger Edge®, and its Grainger Impact Program covering emissions, customer sustainability solutions, supplier alliances, inclusion and community, and workplace safety, including a target to cut global Scope 1 and 2 emissions 50% by 2030 from a 2018 baseline.
W.W. Grainger director Susan Slavik Williams received a grant of deferred stock units. On March 1, 2026, she acquired 5 deferred stock units at an indicated price of $1,144.73 each as a grant or award. Following this grant, her directly held deferred stock units total 2,176.
She also reports 8,342 shares of common stock held directly. Additional common shares are reported as indirectly held through various trusts and limited liability companies, with footnotes stating that she serves as trustee or manager and, in several cases, disclaims beneficial ownership except for any actual pecuniary interest.
W.W. Grainger director Steven Andrew White reported movements in deferred stock units tied to his board service. He received a grant of 5 deferred stock units, which are expected to settle into an equal number of common shares on a one-for-one basis after his service as a director ends.
On the same date, 5 deferred stock units were gifted to his spouse and then transferred into a family trust, where he is trustee and primary beneficiary and holds voting and investment power over the trust’s units. After these transfers, 2,625 deferred stock units are shown as held indirectly through the family trust.
W.W. Grainger director Lucas E. Watson received an equity award in the form of deferred stock units. On March 1, 2026, he acquired 11 deferred stock units at a reference price of $1,144.73 per unit, bringing his direct deferred stock unit holdings to 5,711.
He also has indirect ownership of 157 shares of common stock held in the Lucas E. Watson Trust – 2025, where he serves as trustee. The deferred stock units are expected to settle into an equal number of common shares after his service as a director ends.
SANTI ERNEST SCOTT reported acquisition or exercise transactions in this Form 4 filing.
W.W. Grainger, Inc. director Ernest Scott Santi reported an award of 21 deferred stock units on March 1, 2026. The units were granted at a reference price of $1,144.73 per unit and are expected to settle in shares of common stock on a one-for-one basis after his service as a director ends.
After this grant, Santi reported holding a total of 10,436 deferred stock units and 303 shares of common stock directly. This filing reflects compensation in the form of deferred equity rather than an open-market share purchase or sale.
Perez Beatriz R reported acquisition or exercise transactions in this Form 4 filing.
W.W. Grainger director receives equity-based compensation. Director Beatriz R. Perez was granted 10 Deferred Stock Units on March 1, 2026 at a reference price of $1,144.73 per unit. After this award, she holds a total of 5,099 Deferred Stock Units directly. These units are expected to settle in shares of common stock on a one-for-one basis after her service as a director ends.
NOVICH NEIL S reported acquisition or exercise transactions in this Form 4 filing.
W.W. Grainger director Neil S. Novich received an award of 66 deferred stock units, each tied to one share of common stock, valued at $1,144.73 per unit on the grant date. After this grant, he holds 33,289 deferred stock units and 4,605 shares of common stock directly.
W.W. Grainger, Inc. director Cindy J. Miller reported receiving a grant of 1 deferred stock unit on March 1, 2026. This award was recorded at a reference value of $1,144.73 per unit, bringing her directly held deferred stock unit balance to 359 units after the transaction.
The deferred stock units are expected to settle in shares of common stock on a one-for-one basis after Miller’s service as a director ends, aligning her compensation with long-term shareholder interests through equity that converts into common stock in the future.