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Illinois Tool Works (ITW) shareholders back directors, pay, and 2026 auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Illinois Tool Works Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders elected 13 directors to one-year terms, with each nominee receiving over 222 million votes in favor; the highest support was for Jennifer F. Scanlon with 234,039,003 votes for.

Stockholders approved, on an advisory basis, the compensation of the named executive officers, with 223,001,149 votes for and 10,219,974 against. They also ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for 2026, with 245,595,971 votes for.

A non-binding stockholder proposal regarding directors who fail to obtain a majority vote did not pass, receiving 26,694,895 votes for and 206,272,860 against.

Positive

  • None.

Negative

  • None.
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.
Votes for highest-supported director 234,039,003 votes Jennifer F. Scanlon election, 2026 Annual Meeting
Executive compensation support 223,001,149 votes for Advisory say-on-pay vote, 2026 Annual Meeting
Executive compensation opposition 10,219,974 votes against Advisory say-on-pay vote, 2026 Annual Meeting
Auditor ratification support 245,595,971 votes for Ratification of Deloitte & Touche LLP for 2026
Auditor ratification opposition 11,944,300 votes against Ratification of Deloitte & Touche LLP for 2026
Majority-vote proposal support 26,694,895 votes for Non-binding stockholder proposal on directors without majority support
Majority-vote proposal opposition 206,272,860 votes against Non-binding stockholder proposal on directors without majority support
broker non-votes financial
"Election of Directors | FOR | AGAINST | ABSTAIN | 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.
advisory basis financial
"Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers"
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding stockholder proposal financial
"Stockholders did not approve the non-binding stockholder proposal for directors who fail to obtain a majority vote"
Understanding 8-K Material Events →
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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): May 8, 2026
_________________________

ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
Delaware1-479736-1258310
(State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)
155 Harlem AvenueGlenviewIL60025
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: 847-724-7500

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 classTrading Symbol(s)Name of each exchange on which registered
Common StockITWNew York Stock Exchange
0.625% Euro Notes due 2027ITW27New York Stock Exchange
3.250% Euro Notes due 2028ITW28New York Stock Exchange
2.125% Euro Notes due 2030ITW30New York Stock Exchange
1.00% Euro Notes due 2031ITW31New York Stock Exchange
3.375% Euro Notes due 2032ITW32New York Stock Exchange
3.00% Euro Notes due 2034ITW34New 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

On May 8, 2026, Illinois Tool Works Inc. (the "Company") held its 2026 Annual Meeting of Stockholders. The final votes cast with respect to each proposal properly presented at the meeting are as follows:

Proposal 1. Election of Directors. Stockholders elected each of the 13 nominees to serve as director of the Company for a one-year term expiring at the Company's 2027 Annual Meeting of Stockholders as follows:

Election of DirectorsFORAGAINSTABSTAINBROKER NON-VOTES
Daniel J. Brutto228,549,8796,060,762267,85123,668,051
Susan Crown226,251,1848,405,614221,69423,668,051
Darrell L. Ford231,872,7132,440,002565,77723,668,051
Kelly J. Grier233,115,4881,504,841258,16323,668,051
James W. Griffith226,042,4348,379,661456,39723,668,051
Jay L. Henderson231,085,4763,544,811248,20523,668,051
Jaime Irick233,652,826928,270297,39623,668,051
Richard H. Lenny228,696,2155,781,286400,99123,668,051
Christopher A. O’Herlihy232,971,9331,673,089233,47023,668,051
E. Scott Santi227,432,5697,229,560216,36323,668,051
Jennifer F. Scanlon234,039,003577,655261,83423,668,051
David B. Smith, Jr.227,267,4477,361,531249,51423,668,051
Pamela B. Strobel222,276,56012,316,199285,73323,668,051

Proposal 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
223,001,14910,219,9741,657,36923,668,051

Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026 as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
245,595,97111,944,3001,006,272N/A

Proposal 4. Non-Binding Stockholder Proposal for Directors Who Fail to Obtain a Majority Vote. Stockholders did not approve the non-binding stockholder proposal for directors who fail to obtain a majority vote as follows:

FORAGAINSTABSTAINBROKER NON-VOTES
26,694,895206,272,8601,910,73723,668,051



SIGNATURES


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

ILLINOIS TOOL WORKS INC.
Dated: May 12, 2026
By: /s/ Randall J. Scheuneman
Name: Randall J. Scheuneman
Title: Vice President & Chief Accounting Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Illinois Tool Works (ITW) stockholders approve at the 2026 annual meeting?

Stockholders elected 13 directors, approved executive compensation on an advisory basis, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for 2026, all by substantial majorities in favor.

How did Illinois Tool Works (ITW) vote on executive compensation in 2026?

Stockholders approved the advisory vote on executive compensation with 223,001,149 votes for, 10,219,974 against, and 1,657,369 abstentions, along with 23,668,051 broker non-votes, indicating broad but not unanimous support.

Was the auditor ratification for Illinois Tool Works (ITW) approved for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as Illinois Tool Works’ independent registered public accounting firm for 2026 with 245,595,971 votes for, 11,944,300 against, and 1,006,272 abstentions recorded.

Did Illinois Tool Works (ITW) stockholders approve the proposal on directors lacking majority support?

No. The non-binding stockholder proposal regarding directors who fail to obtain a majority vote did not pass, receiving 26,694,895 votes for, 206,272,860 against, and 1,910,737 abstentions, plus 23,668,051 broker non-votes.

How strong was support for Illinois Tool Works (ITW) director nominees in 2026?

Each of the 13 director nominees was elected for a one-year term, with individual “for” votes generally exceeding 222 million and broker non-votes of 23,668,051 for each nominee, indicating substantial stockholder backing.

Filing Exhibits & Attachments

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