Shareholder Vote

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 28, 2021   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 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 28, 2021.   (b) The number of shares issued, outstanding and eligible to vote at the meeting as of its record date of March 1, 2021 was 52,340,993.     At the meeting:     Management’s nominees were elected as directors of the Company for the ensuing year.  Of the 46,938,499 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares withheld/against (or abstained), and the number of broker non-votes were as follows with respect to each of the nominees:   Name   Shares Voted for Election     Shares Withheld/Against (or Abstained)     Broker Non-Votes   R. C. Adkins     37,094,020       3,557,045       6,287,434   B. P. Anderson     38,673,364       1,977,701       6,287,434   V. A. Hailey     38,295,384       2,355,681       6,287,434   K. D. Jaspon     40,516,919       134,146       6,287,434   S. L. Levenick     38,202,635       2,448,430       6,287,434   D. G. Macpherson     37,442,191       3,208,874       6,287,434   N. S. Novich     38,633,469       2,017,596       6,287,434   B. R. Perez     39,987,462       663,603       6,287,434   M. J. Roberts     39,373,458       1,277,607       6,287,434   E. S. Santi     39,742,292       908,773       6,287,434   S. Slavik Williams     40,137,102       513,963       6,287,434   L. E. Watson     40,516,058       135,007       6,287,434   S. A. White     39,621,821       1,029,244       6,287,434       A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2021 was approved.  Of the 46,938,499 shares present or represented by proxy at the meeting, 45,978,874 shares were voted for the proposal, 918,261 shares were voted against the proposal and 41,364 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 46,938,499 shares present or represented by proxy at the meeting, 37,845,158 shares were voted for the proposal, 2,694,910 shares were voted against the proposal and 110,997 shares abstained from voting with respect to the proposal. There were 6,287,434 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: April 30, 2021         W.W. GRAINGER, INC.               By: /s/ Hugo Dubovoy, Jr.      Hugo Dubovoy, Jr.     Vice President, Corporate Secretary