---
schema_version: "secwatch.filing_event.v1"
accession: "0000049826-24-000024"
form_type: "8-K"
ticker: "ITW"
cik: "0000049826"
company_name: "ILLINOIS TOOL WORKS INC"
filed_at: "2024-05-09T23:59:59+00:00"
generated_at: "2026-06-02T07:25:34.414140+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.45
calibrated_materiality_score: 0.45
confidence: "high"
source: SEC EDGAR
---

# ITW shareholders approve 2024 LTIP, defeat termination pay proposal; By-laws amended

## Summary
- Stockholders approved 2024 Long-Term Incentive Plan (230.6M for, 10.0M against) as successor to 2015 plan.
- Advisory vote on executive compensation passed (227.2M for, 14.8M against).
- Stockholder proposal requiring ratification of executive termination pay defeated (83.6M for, 158.3M against).
- Board amended By-Laws to update proxy card rules and reserve white proxy card for Board.
- All 12 director nominees elected; Deloitte ratified as auditor for 2024.

## SEC filing metadata
- accession: 0000049826-24-000024
- form_type: 8-K
- ticker: ITW
- cik: 0000049826
- company_name: ILLINOIS TOOL WORKS INC
- filed_at: 2024-05-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.45
- calibrated_materiality_score: 0.45
- confidence: high
- sec_items: 5.02, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/0000049826-24-000024-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/itw-20240503.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000049826-24-000024
- JSON: https://secwatch.observer/filing/0000049826-24-000024.json
- Plain text: https://secwatch.observer/filing/0000049826-24-000024.txt

## Key facts
- Governance Changes
  ILLINOIS TOOL WORKS INC: The Board amended and restated the company's By-Laws to update procedures and information requirements for director nominations and business proposals submitted by stockholders, addressing the universal proxy card rules adopted by the SEC and reserving the white proxy card for the Board's exclusive (effective 2024-05-03).
  - Change: bylaw amendment
  - Effective: 2024-05-03
  source text: At its May 3, 2024 meeting, the Company’s Board of Directors (the “Board”) approved the amendment and restatement of the Company’s By-Laws to, among other things, update the procedures and information requirements for director nominations and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) to address the universal proxy card rules adopted by the Securities and Exchange Commission and reserve the white proxy card for the Board’s exclusive use.
  evidence_url: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/0000049826-24-000024-index.htm
- Shareholder Votes
  ILLINOIS TOOL WORKS INC shareholders approved Ratification of independent registered public accounting firm Deloitte & Touche LLP for 2024 at the 2024-05-03 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024 was ratified by the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/0000049826-24-000024-index.htm
- Shareholder Votes
  ILLINOIS TOOL WORKS INC shareholders approved Election of twelve director nominees at the 2024-05-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/0000049826-24-000024-index.htm
- Shareholder Votes
  ILLINOIS TOOL WORKS INC shareholders approved Advisory vote to approve executive compensation at the 2024-05-03 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: The non-binding advisory vote on the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for the meeting was approved by the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/0000049826-24-000024-index.htm
- Shareholder Votes
  ILLINOIS TOOL WORKS INC shareholders rejected Stockholder proposal for stockholder ratification of executive termination pay at the 2024-05-03 meeting.
  - Proposal: auditor ratification
  - Outcome: failed
  - Meeting: 2024-05-03
  source text: The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/0000049826-24-000024-index.htm
- Shareholder Votes
  ILLINOIS TOOL WORKS INC shareholders approved Vote to approve the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan at the 2024-05-03 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-05-03
  source text: The vote to approve the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan was approved by the vote set forth below.
  evidence_url: https://www.sec.gov/Archives/edgar/data/49826/000004982624000024/0000049826-24-000024-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.