UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 27, 2020, the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the “Company”) appointed Steven A. White as a director, effective immediately. The Board also appointed Mr. White to its Board Affairs and Nominating Committee and Compensation Committee. With the appointment of Mr. White, the size of the Board was increased to 12 directors. A copy of the Company’s press release announcing Mr. White’s appointment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.
The appointment of Mr. White was not pursuant to any arrangement or understanding between him and any other person. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. White or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.
Mr. White will be compensated in accordance with the Company’s compensation program for non-employee directors. The program currently provides that directors are eligible to receive an annual deferred stock unit grant equal to $145,000, divided by the 20-day average closing price of the Company’s shares of common stock through March 31, 2020, rounded up to the next whole share, and a $100,000 annual cash retainer (some or all of which may be deferred in a deferred stock unit account). Mr. White’s compensation will be pro-rated to reflect that his appointment to the Board occurred approximately six months after the 2020 annual meeting of shareholders of the Company.
Mr. White also will be entitled to be indemnified by the Company in accordance with its standard form of indemnification agreement for its directors and officers, which provides that the Company will indemnify its directors and officers to the fullest extent permitted by law in connection with any proceedings relating to Mr. White being or having been a director or officer of the Company and advance any expenses incurred in connection with any such proceedings. The form of indemnification agreement was filed as Exhibit 10(b)(i) to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 4, 2009.
Item9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Press release issued by the Company on October 28, 2020. |
104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101). |
2
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.
Dated: October 28, 2020
W.W. GRAINGER, INC. | ||
By: | /s/ Hugo Dubovoy, Jr. | |
Name: Hugo Dubovoy, Jr. | ||
Title: Vice President, Corporate Secretary |
Exhibit 99.1
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W.W. Grainger, Inc. Names Steven A. White to its Board of Directors
CHICAGO, October 28, 2020 – Grainger (NYSE: GWW), the leading broad line supplier of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced its Board of Directors has appointed Steven A. White to its Board, effective October 27, 2020.
Mr. White, age 59, has served as President, Comcast West Division, of Comcast Corporation since 2009. In this role, he leads approximately 30,000 employees, oversees more than 10 million customers in 13 states and drives annual revenue of approximately $18 billion. In January 2021, Mr. White is expected to assume new responsibilities as President, Special Counsel to the CEO, Comcast Cable.
Prior to this, Mr. White was Regional Senior Vice President for Comcast California. He also served as the Regional Senior Vice President of the company’s Mid-South Region. In addition, Mr. White held positions of Senior Vice President, AT&T’s Atlanta cluster, and Regional Vice President with Tele-Communications, Inc. (TCI), which was purchased by AT&T. Before joining the cable industry, Mr. White spent six years with the Colgate-Palmolive Company.
“Steve is customer focused and brings expertise related to eCommerce, sales, marketing, operations and overall general management across a number of industries,” said DG Macpherson, Board Chairman and Chief Executive Officer of Grainger. “Steve will be an outstanding addition to an already strong and diverse group of Directors, and we welcome him to the Grainger Board.”
Mr. White currently serves on the Board of Directors of Hormel Foods Corporation and the Comcast Foundation. In addition, he is a member of the Colorado Forum, Executive Leadership Council and Delta Boule’ Denver. Mr. White holds a Bachelor of Arts degree from Indiana University.
With this appointment, Grainger now has 12 members on its Board of Directors.
About Grainger
W.W. Grainger, Inc., with 2019 sales of $11.5 billion, is North America's leading broad line supplier of maintenance,
repair and operating (MRO) products, with operations primarily in North America, Japan and Europe.
Media Contact:
Joe Micucci
joseph.micucci@grainger.com
847.535.0879
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Cover |
Oct. 27, 2020 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 27, 2020 |
Entity File Number | 1-5684 |
Entity Registrant Name | W.W. Grainger, Inc. |
Entity Central Index Key | 0000277135 |
Entity Tax Identification Number | 36-1150280 |
Entity Incorporation, State or Country Code | IL |
Entity Address, Address Line One | 100 Grainger Parkway |
Entity Address, City or Town | Lake Forest |
Entity Address, State or Province | IL |
Entity Address, Postal Zip Code | 60045 |
City Area Code | 847 |
Local Phone Number | 535-1000 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common stock, par value $0.50 per share |
Trading Symbol | GWW |
Security Exchange Name | NYSE |
Entity Emerging Growth Company | false |