ILLINOIS TOOL WORKS INC — fact timeline

Matteo C. Pigozzo was appointed as Vice President & Chief Accounting Officer and Principal Accounting Officer at ILLINOIS TOOL WORKS INC.

“Matteo C. Pigozzo, age 55, will succeed Mr. Scheuneman as the Company’s Vice President & Chief Accounting Officer and Principal Accounting Officer, effective July 1, 2026.”

Randall J. Scheuneman departed as Vice President & Chief Accounting Officer and Principal Accounting Officer at ILLINOIS TOOL WORKS INC.

“Randall J. Scheuneman, Vice President & Chief Accounting Officer and Principal Accounting Officer of Illinois Tool Works Inc. (the “Company”) notified the Company that he will retire from the Company effective March 1, 2027 and that he will be stepping down from his current role effective June 30, 2026.”

ILLINOIS TOOL WORKS INC shareholders rejected Non-Binding Stockholder Proposal for Directors Who Fail to Obtain a Majority Vote at the 2026-05-08 meeting.

“Proposal 4. Non-Binding Stockholder Proposal for Directors Who Fail to Obtain a Majority Vote. Stockholders did not approve the non-binding stockholder proposal for directors who fail to obtain a majority vote as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 26,694,895 206,272,860 1,910,737 23,668,051”

ILLINOIS TOOL WORKS INC shareholders approved Ratification of the Appointment of Independent Registered Public Accounting Firm at the 2026-05-08 meeting.

“Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026 as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 245,595,971 11,944,300 1,006,272 N/A”

ILLINOIS TOOL WORKS INC shareholders approved Advisory Vote to Approve Executive Compensation at the 2026-05-08 meeting.

“Proposal 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 223,001,149 10,219,974 1,657,369 23,668,051”

ILLINOIS TOOL WORKS INC shareholders approved Election of Directors at the 2026-05-08 meeting.

“Proposal 1. Election of Directors. Stockholders elected each of the 13 nominees to serve as director of the Company for a one-year term expiring at the Company's 2027 Annual Meeting of Stockholders as follows: Election of Directors FOR AGAINST ABSTAIN BROKER NON-VOTES Daniel J. Brutto 228,549,879 6,060,762 267,851 23,668,051 Susan Crown 226,251,184 8,405,614 221,694 23,668,051 Darrell L. Ford 231,872,713 2,440,002 565,777 23,668,051 Kelly J. Grier 233,115,488 1,504,841 258,163 23,668,051 James W. Griffith 226,042,434 8,379,661 456,397 23,668,051 Jay L. Henderson 231,085,476 3,544,811 248,205 23,668,051 Jaime Irick 233,652,826 928,270 297,396 23,668,051 Richard H. Lenny 228,696,215 5,781,286 400,991 23,668,051 Christopher A. O’Herlihy 232,971,933 1,673,089 233,470 23,668,051 E. Scott Santi 227,432,569 7,229,560 216,363 23,668,051 Jennifer F. Scanlon 234,039,003 577,655 261,834 23,668,051 David B. Smith, Jr. 227,267,447 7,361,531 249,514 23,668,051 Pamela B. Strobel 222,276,560 12,316,19”

ILLINOIS TOOL WORKS INC reported first quarter 2026 results: revenue $4.02 billion, EPS $2.66. Guidance raised.

“ITW Reports First Quarter 2026 Results • Revenue of $4.02 billion, an increase of 5% • Operating margin of 25.4%, an increase of 60 bps, as Enterprise Initiatives contributed 120 bps • GAAP EPS of $2.66, an increase of 12% • Full Year 2026 GAAP EPS guidance raised by $0.10 to a range of $11.10 to $11.50”

ILLINOIS TOOL WORKS INC incurred revolving credit of $3.0 billion with JPMorgan Chase Bank, N.A., as Agent at floating rate maturing five years.

“On February 20, 2026, Illinois Tool Works Inc. (the “Company”) entered into a $3.0 billion, five-year credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Agent”

ILLINOIS TOOL WORKS INC terminated Credit Agreement with the lenders named therein, and JPMorgan Chase Bank, N.A., as Agent (effective 2026-02-20).

“On February 20, 2026, in connection with the Company’s entry into the Credit Agreement, the existing credit agreement dated October 21, 2022, as amended, by and among the Company, the lenders named therein, and JPMorgan Chase Bank, N.A., as Agent, was terminated.”

ILLINOIS TOOL WORKS INC entered into Credit Agreement with JPMorgan Chase Bank, N.A., as Agent, Citibank, N.A. as Syndication Agent, and a syndicate of lenders valued at $3.0 billion (effective 2026-02-20).

“On February 20, 2026, Illinois Tool Works Inc. (the “Company”) entered into a $3.0 billion, five-year credit agreement (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as Agent, Citibank, N.A. as Syndication Agent, both of which served as Joint Lead Arrangers and Joint Bookrunners, and a syndicate of lenders”

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).

“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.”

ILLINOIS TOOL WORKS INC shareholders rejected Stockholder proposal for stockholder ratification of executive termination pay at the 2024-05-03 meeting.

“The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below.”

ILLINOIS TOOL WORKS INC shareholders approved Ratification of independent registered public accounting firm Deloitte & Touche LLP for 2024 at the 2024-05-03 meeting.

“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.”

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.

“The vote to approve the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan was approved by the vote set forth below.”

ILLINOIS TOOL WORKS INC shareholders approved Advisory vote to approve executive compensation at the 2024-05-03 meeting.

“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.”

ILLINOIS TOOL WORKS INC shareholders approved Election of twelve director nominees at the 2024-05-03 meeting.

“All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”

ILLINOIS TOOL WORKS INC reported first quarter 2024 results: revenue $4.0 billion, EPS $2.73. Guidance reaffirmed.

“ITW Reports First Quarter 2024 Results • Revenue of $4.0 billion, organic growth declined (0.6)% as expected”

Jaime Irick was elected as Director at ILLINOIS TOOL WORKS INC.

“the Board of Directors of Illinois Tool Works Inc. (the “Company”) elected Jaime Irick as a director, effective February 1, 2024”

ILLINOIS TOOL WORKS INC reported third quarter 2023 results: revenue $4.0 billion, EPS $2.55. Guidance reaffirmed.

“ITW Reports Third Quarter 2023 Results • Revenue of $4.0 billion, an increase of 0.5% • Operating income of $1.1 billion, an increase of 9% • Operating margin of 26.5%, an increase of 200 bps • GAAP EPS of $2.55, an increase of 9% • Narrowing full year GAAP EPS guidance range to $9.65 to $9.85 per share”

Christopher A. O'Herlihy was elected as President and Chief Executive Officer at ILLINOIS TOOL WORKS INC.

“the Company’s Board of Directors elected Christopher A. O’Herlihy, age 59, as President and Chief Executive Officer and as a member of the Company’s Board of Directors, effective January 1, 2024.”

E. Scott Santi was appointed as Non-Executive Chairman of the Board at ILLINOIS TOOL WORKS INC.

“The Board of Directors appointed Mr. Santi as Non-Executive Chairman of the Board, effective March 1, 2024.”

E. Scott Santi departed as Chief Executive Officer at ILLINOIS TOOL WORKS INC.

“E. Scott Santi informed the Board of Directors of Illinois Tool Works Inc. (the “Company”) that he will step down as Chief Executive Officer, effective January 1, 2024.”

ILLINOIS TOOL WORKS INC reported Full Year 2023 results: EPS $9.55 to $9.95 per share. Guidance raised.

“ITW is raising its full-year GAAP EPS guidance by $0.10 to $9.55 to $9.95 per share.”

ILLINOIS TOOL WORKS INC reported Second Quarter 2023 results: revenue $4.1 billion, EPS $2.48.

“ITW Reports Second Quarter 2023 Results • Revenue of $4.1 billion, an increase of 2% with organic growth of 3% • Record operating income of $1.01 billion, an increase of 9% • Operating margin of 24.8%, an increase of 170 bps • Record GAAP EPS of $2.48, an increase of 5%; Excl. one-time tax items, EPS increased 9%”

ILLINOIS TOOL WORKS INC shareholders rejected Stockholder proposal for an independent Board chairman at the 2023-05-05 meeting.

“The stockholder proposal for an independent Board chairman was defeated by the vote set forth below. Stockholder proposal for an Independent Board Chairman FOR AGAINST ABSTAIN BROKER NON-VOTES 47,691,940 198,980,381 1,252,590 23,211,747”

ILLINOIS TOOL WORKS INC shareholders approved Ratification of independent registered public accounting firm at the 2023-05-05 meeting.

“The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was ratified by the vote set forth below. Ratification of independent registered public accounting firm FOR AGAINST ABSTAIN 261,717,599 9,073,700 345,359”

ILLINOIS TOOL WORKS INC shareholders approved Advisory vote on frequency of vote on executive compensation at the 2023-05-05 meeting.

“The vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers resulted in approval of a one-year frequency by the vote set forth below. Consistent with a majority of votes cast with respect to this proposal and with the recommendation of its Board of Directors, the Company will hold a shareholder advisory vote on executive compensation annually until the next required vote on the frequency of shareholder votes on executive compensation. Advisory vote regarding frequency of vote on executive compensation ONE YEAR TWO YEARS THREE YEARS ABSTENTIONS 244,420,969 380,227 2,721,297 402,418”

ILLINOIS TOOL WORKS INC shareholders approved Advisory vote to approve executive compensation at the 2023-05-05 meeting.

“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. Advisory vote to approve executive compensation FOR AGAINST ABSTAIN BROKER NON-VOTES 230,021,632 17,142,266 761,013 23,211,747”

ILLINOIS TOOL WORKS INC shareholders approved Election of ten director nominees named in the proxy statement at the 2023-05-05 meeting.

“All ten nominees for director named in the Company’s proxy statement for the meeting were elected by the votes set forth below. FOR AGAINST ABSTAIN BROKER NON-VOTES Election of Directors Daniel J. Brutto 242,187,842 5,457,778 279,291 23,211,747”

ILLINOIS TOOL WORKS INC incurred credit facility of €1,300,000,000 with ING Bank, N.V., London Branch, as Agent and the lender(s) party thereto at EURIBOR rate plus 0.75% maturing May 3, 2024.

“On May 9, 2023, the Company submitted irrevocable notices to borrow €1,300,000,000 under the Euro Credit Agreement.”

ILLINOIS TOOL WORKS INC entered into Euro Credit Agreement with the lender(s) party thereto and ING Bank, N.V., London Branch, as Agent valued at up to €1,300,000,000 (effective 2023-05-05).

“On May 5, 2023, Illinois Tool Works Inc. (the “Company”) entered into a Euro-denominated credit agreement (the “Euro Credit Agreement”) among the Company, the lender(s) party thereto and ING Bank, N.V., London Branch, as Agent.”

ILLINOIS TOOL WORKS INC reported financial results for first quarter 2023.

“announced its 2023 first quarter results of operations in the press release furnished as Exhibit 99.1.”

Anré D. Williams departed as Director at ILLINOIS TOOL WORKS INC.

“On February 10, 2023, Mr. Anré D. Williams, one of the members of the board of directors (the “Board”) of Illinois Tool Works Inc. (the “Company”), notified the Company that he will not stand for reelection at the Company’s 2023 annual meeting of stockholders due to other professional commitments.”

ILLINOIS TOOL WORKS INC updated its the fourth quarter and full year 2022 guidance (initiated).

“ITW Reports Fourth Quarter and Full Year 2022 Results”

Kelly J. Grier was elected as director at ILLINOIS TOOL WORKS INC.

“On September 9, 2022, the Company’s Board of Directors elected Kelly J. Grier as a director, effective immediately, to serve until the May 2023 Annual Meeting and determined her to be independent.”

John R. Hartnett departed as Executive Vice President at ILLINOIS TOOL WORKS INC.

“John R. Hartnett, age 61, Executive Vice President of Illinois Tool Works Inc., has informed the Company that he intends to retire effective April 1, 2022.”