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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): December 13, 2023
W.W. GRAINGER, INC.
(Exact name of Registrant as Specified in its
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
December 13, 2023, the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the
“Company”) appointed Christopher Klein as a director to the Board, effective immediately. The Board also appointed
Mr. Klein to serve as a member of the Board Affairs and Nominating Committee and the Audit Committee. With the appointment of
Mr. Klein, the size of the Board was increased to 13 directors. A copy of the Company’s press release announcing
Mr. Klein’s appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated by reference herein.
The appointment of Mr. Klein was not
pursuant to any arrangement or understanding between him and any other person. There have been no transactions since the beginning of
the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant
and in which Mr. Klein or any member of his immediate family had or will have any interest, that are required to be reported under
Item 404(a) of Regulation S-K.
Mr. Klein will be compensated in accordance
with the Company’s compensation program for non-employee directors. The program provides that directors are eligible to receive
an annual deferred stock unit grant equal to $160,000, divided by the 20-day average closing price of the Company’s shares of common
stock through March 31, 2023, rounded up to the next whole share, and a $100,000 annual cash retainer (some or all of which may be
deferred in a deferred stock unit account). Mr. Klein’s compensation will be pro-rated to reflect that his appointment to the
Board occurred approximately eight months after the 2023 annual meeting of shareholders of the Company.
Mr. Klein is also entitled to enter into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10(b)(i) to the
Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 4, 2009.
Item 9.01. |
Financial Statements and Exhibits. |
|
|
(d) Exhibits |
|
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: December 13, 2023 |
W.W. GRAINGER, INC. |
|
|
|
By: |
/s/ Ronald J. Edwards |
|
|
Name: |
Ronald J. Edwards |
|
|
Title: |
Vice President, Corporate Secretary |
Exhibit 99.1
| News Release |
W.W. Grainger, Inc.
Names Chris Klein to its Board of Directors
Klein brings extensive leadership experience
in growth strategies and understanding of customer and market dynamics
CHICAGO, Dec. 13, 2023
– Grainger (NYSE: GWW), a leading broad line distributor of maintenance, repair and operating (MRO) products serving businesses
and institutions, today announced the appointment of Chris Klein to its Board of Directors, effective December 13, 2023.
Until retiring in December 2020, Mr. Klein, age 60, most recently served
as Executive Chairman and Chief Executive Officer for Fortune Brands Home and Security, a manufacturer of home and security consumer products
and spinoff of Fortune Brands, Inc. His broad background includes corporate strategy development, mergers and acquisitions, and capital
allocation, as well as consumer branding, marketing, and distribution.
Prior to joining Fortune Brands, Inc., Klein held key strategy
and leadership positions at Bank One Corporation and spent eight years at McKinsey & Company as a partner in the Financial Institutions
Group. He also was a Managing Director for Internet Capital Group where he helped develop early-stage technology companies across North
America and Europe.
"Chris is a committed, high-caliber leader with a proven track
record of successfully running complex organizations," said D.G. Macpherson, Chairman and CEO, Grainger. "We welcome Chris to
the Board of Directors and look forward to seeing how his deep and diverse experience and understanding of customer and market dynamics
will positively impact Grainger as well as the businesses and institutions we are privileged to serve."
Mr. Klein holds a Bachelor of Business Administration in Finance
from the University of Iowa and a Master of Business Administration from Northwestern University.
With this appointment, Grainger now has 13 members on its Board of
Directors.
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.
Media Contact:
Brodie Bertrand
communications@grainger.com
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