---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-24-051301"
form_type: "8-K"
ticker: "GWW"
cik: "0000277135"
company_name: "W.W. GRAINGER, INC."
filed_at: "2024-04-24T23:59:59+00:00"
generated_at: "2026-06-03T09:55:06.847086+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Grainger shareholders elect all 13 director nominees, ratify auditor, approve say-on-pay

## Summary
- All 13 management nominees elected; votes for ranged from 39.9M to 42.3M shares; against votes highest for Perez (2.66M), Levenick (2.64M), Macpherson (2.46M).
- Ernst & Young ratified as auditor for FY2024: 44.76M for, 652,535 against, 28,640 abstentions.
- Non-binding say-on-pay passed: 40.15M for, 2.41M against, 77,131 abstentions, 2.81M broker non-votes.
- Annual meeting held April 24, 2024; 45.44M shares present out of 49.13M eligible.

## SEC filing metadata
- accession: 0001104659-24-051301
- form_type: 8-K
- ticker: GWW
- cik: 0000277135
- company_name: W.W. GRAINGER, INC.
- filed_at: 2024-04-24T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/277135/000110465924051301/0001104659-24-051301-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/277135/000110465924051301/tm2412626d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-24-051301
- JSON: https://secwatch.observer/filing/0001104659-24-051301.json
- Plain text: https://secwatch.observer/filing/0001104659-24-051301.txt

## Key facts
- Shareholder Votes
  W.W. GRAINGER, INC. shareholders approved Election of Directors at the 2024-04-24 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-24
  source text: Management’s nominees were elected as directors of the Company for the ensuing year. Of the 45,443,055 shares present in person or represented by proxy at the meeting, the number of shares voted for, the number of shares voted against, the number of abstentions, and the number of broker non-votes were as follows with respect to each of the nominees: Name Votes For Votes Against Abstentions Broker Non-Votes R. C. Adkins 40,578,544 2,003,591 55,443 2,805,477 G. S. Davis 42,333,150 249,794 54,634 2,805,477 K. D. Jaspon 41,760,892 824,689 51,997 2,805,477 C. J. Klein 42,333,871 250,380 53,327 2,805,477 S. L. Levenick 39,901,602 2,638,394 97,582 2,805,477 D.G. Macpherson 40,011,413 2,458,708 167,457 2,805,477 C. J. Miller 42,239,911 343,912 53,755 2,805,477 N. S. Novich 40,520,464 2,062,864 54,250 2,805,477 B. R. Perez 39,924,777 2,661,511 51,290 2,805,477 E. S. Santi 40,992,655 1,592,252 52,671 2,805,477 S. Slavik Williams 41,798,083 793,157 46,338 2,805,477 L. E. Watson 41,736,070 843,92
  evidence_url: https://www.sec.gov/Archives/edgar/data/277135/000110465924051301/0001104659-24-051301-index.htm
- Shareholder Votes
  W.W. GRAINGER, INC. shareholders approved Ratification of Ernst & Young LLP as independent auditor at the 2024-04-24 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-24
  source text: A proposal to ratify the appointment of Ernst & Young LLP as independent auditor of the Company for the year ending December 31, 2024 was approved. Of the 45,443,055 shares present or represented by proxy at the meeting, 44,761,880 shares were voted for the proposal, 652,535 shares were voted against the proposal and 28,640 shares abstained from voting with respect to the proposal.
  evidence_url: https://www.sec.gov/Archives/edgar/data/277135/000110465924051301/0001104659-24-051301-index.htm
- Shareholder Votes
  W.W. GRAINGER, INC. shareholders approved Advisory approval of Named Executive Officer compensation at the 2024-04-24 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-24
  source text: A non-binding advisory proposal to approve the compensation of the Company’s Named Executive Officers was approved. Of the 45,443,055 shares present or represented by proxy at the meeting, 40,153,226 shares were voted for the proposal, 2,407,221 shares were voted against the proposal and 77,131 shares abstained from voting with respect to the proposal. There were 2,805,477 broker non-votes.
  evidence_url: https://www.sec.gov/Archives/edgar/data/277135/000110465924051301/0001104659-24-051301-index.htm

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