UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x Filed by a Party other than the Registrant ¨
Check the appropriate box:
| ¨ | Preliminary Proxy Statement | |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| ¨ | Definitive Proxy Statement | |
| x | Definitive Additional Materials | |
| ¨ | Soliciting Material Pursuant to §240.14a-12 | |
W.W. Grainger, Inc.
(Name of registrant as specified in its charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. | |||
| ¨ | Fee paid previously with preliminary materials. | |||
| ¨ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||
| Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V36469-P04472 Vote in Person at the Meeting* April 24, 2024 10:00 AM CDT 100 Grainger Parkway Lake Forest, IL 60045 *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. W.W. GRAINGER, INC. 100 GRAINGER PARKWAY LAKE FOREST, IL 60045 Your Vote Counts! W.W. GRAINGER, INC. 2024 Annual Meeting Vote by April 23, 2024 11:59 PM ET You invested in W.W. GRAINGER, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the shareholder meeting to be held on April 24, 2024. Get informed before you vote View the Notice & Proxy Statement, and the Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 10, 2024. If you would like to request a copy of the material(s) for this and/or future shareholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. |
| THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming shareholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V36470-P04472 Voting Items Board Recommends 1. Election of Directors Nominees: 1a. Rodney C. Adkins For 1b. George S. Davis For 1c. Katherine D. Jaspon For 1d. Christopher J. Klein For 1e. Stuart L. Levenick For 1f. D.G. Macpherson For 1g. Cindy J. Miller For 1h. Neil S. Novich For 1i. Beatriz R. Perez For 1j. E. Scott Santi For 1k. Susan Slavik Williams For 1l. Lucas E. Watson For 1m. Steven A. White For 2. Proposal to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 31, 2024. For 3. Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.’s Named Executive Officers. For NOTE: In their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof. |
