Reg FD Disclosure

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 9, 2020   W.W. GRAINGER, INC. (Exact name of Registrant as Specified in Charter)   Illinois   1-5684   36-1150280 (State or other Jurisdiction of incorporation)   (Commission File Number)   (IRS Employer Identification No.)   100 Grainger Parkway , Lake Forest , Illinois   60045-5201 (Address of Principal Executive Offices)   (Zip Code)   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. o             Item 7.01      Regulation FD Disclosure.   On April 9, 2020, W.W. Grainger, Inc. (the “Company”) announced that, due to the COVID-19 executive order issued by Governor Pritzker, Governor of the State of Illinois, which prohibits gatherings of more than 10 people in the State of Illinois, and to support the health and wellbeing of shareholders and Company personnel during the global pandemic, its Annual Meeting of Shareholders (the “2020 Annual Meeting”), to be held on Wednesday, April 29, 2020 at 10:00 a.m. Central Daylight Time, has been changed to a virtual meeting format. The Company’s decision to switch to a virtual-only meeting is only applicable to the 2020 Annual Meeting.   A copy of the Company’s press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.   Item 9.01. Financial Statements and Exhibits.   (d)        Exhibits   Exhibit No.   Description       99.1   Press release dated April 9, 2020. 104   Cover Page Interactive Data File (embedded within the Inline XBRL document).         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: April 9, 2020         W.W. GRAINGER, INC.           By:  /s/ Hugo Dubovoy, Jr.     Hugo Dubovoy, Jr.     Vice President, Corporate Secretary