8-K

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): February 15, 2023

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. ¨

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2023, W.W. Grainger, Inc. (the “Company”) issued a press release announcing the Board of Director's nominees to stand for election as directors of the Company at its annual meeting of shareholders on April 26, 2023.

As further described in the press release, Michael J. Roberts, who has served as a director of the Company for 17 years, will not stand for re-election in accordance with the Company’s Criteria for Membership on the Board of Directors, which provide that an outside director generally will not be nominated after the age of 72, and not as the result of any disagreement with the Company. Mr. Roberts’ term as a director will end at the conclusion of the annual meeting of shareholders.

A copy of the Company’s press release announcing the matters described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)                     Exhibits

Exhibit No.	Description
99.1	Press Release dated February 15, 2023.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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: February 15, 2023

W.W. GRAINGER, INC.
By:	/s/ John L. Howard
	Name:	John L. Howard
	Title:	Senior Vice President, Corporate Secretary

EX-99.1

Exhibit 99.1 

ELEVEN DIRECTORS SLATED FOR GRAINGER’S BOARD TO BE VOTED ON AT THE COMPANY’S ANNUAL MEETING ON APRIL 26, 2023

CHICAGO, February 15, 2023 – W.W. Grainger, Inc. (NYSE: GWW) today announced that the Board of Directors has selected a slate of nominees to serve for the 2023-2024 period. The 11 candidates, all current Board members, to be voted on at the 2023 annual meeting of shareholders are:

Rodney C. Adkins 

V. Ann Hailey 

Katherine D. Jaspon 

Stuart L. Levenick 

D.G. Macpherson 

Neil S. Novich 

Beatriz R. Perez 

E. Scott Santi 

Susan Slavik Williams 

Lucas E. Watson 

Steven A. White

After 17 years of service, Michael J. Roberts will not stand for re-election in accordance with the Company’s Criteria for Membership on the Board of Directors, which provide that an outside director generally will not be nominated after the age of 72.  Mr. Roberts has been a Board member since 2006 and served as a member of the Board Affairs and Nominating Committee, as well as the Compensation Committee.

Grainger Chairman and CEO, D.G. Macpherson, said, “On behalf of our employees and the Board of Directors, I would like to thank Mike for his service and the significant contributions he made at company over the last 17 years. It has been a true privilege to serve alongside him and I wish him the best in retirement.”

About Grainger

W.W. Grainger, Inc., with 2022 sales of $15.2 billion, is a leading broad line distributor with operations primarily in North America, Japan and the United Kingdom. Grainger achieves its purpose, We Keep the World Working®, by serving more than 4.5 million customers worldwide with innovative technology and deep customer relationships. The Company operates two business models. In the High-Touch Solutions segment, Grainger offers more than 2 million maintenance, repair and operating (MRO) products and several services, such as technical support and inventory management. In the Endless Assortment segment, Zoro.com offers customers access to more than 11 million items, and MonotaRO.com provides more than 20 million items. For more information, visit invest.grainger.com.

Contacts:
Media:	Investors:
Brodie Bertrand	Kyle Bland
VP, Communications & Public Affairs	VP, Investor Relations
Communications@grainger.com.	Abby (Sullivan) Schill
	Sr. Manager, Investor Relations
	InvestorRelations@grainger.com

XML

Cover	Feb. 15, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 15, 2023
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	60045-5201
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
Trading Symbol	GWW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false