ILLINOIS TOOL WORKS INC — Proxy Solicitation & Information Statement 2022

Mar 25, 2022

DEFA14A 1 d236440ddefa14a.htm DEFA14A DEFA14A

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 ☒ 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
☒	Definitive Additional Materials
☐	Soliciting Material Pursuant to §240.14a-12
ILLINOIS TOOL WORKS 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):
☒	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

D65848-P66169-Z81773

You invested in ILLINOIS TOOL WORKS 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 materials for the stockholder meeting to be held on May 6, 2022.

Get informed before you vote

View the Notice, Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to April 22, 2022. If you would like to request a copy of the material(s) for this and/or future stockholder 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 receive a paper or email copy.

●
Virtually at:
www.virtualshareholdermeeting.com/ITW2022

• Please check the meeting materials for any special requirements for meeting attendance.

V1.1

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the

upcoming stockholder meeting. Please follow the instructions on

the reverse side to vote these important matters.

Voting Items		Board Recommends
1.	Election of Directors	For
	Nominees:
1a.	Daniel J. Brutto
1b.	Susan Crown	For
1c.	Darrell L. Ford	For
1d.	James W. Griffith	For
1e.	Jay L. Henderson	For
1f.	Richard H. Lenny	For
1g.	E. Scott Santi	For
1h.	David B. Smith, Jr.	For
1i.	Pamela B. Strobel	For
1j.	Anré D. Williams	For
2.	Ratification of the appointment of Deloitte & Touche LLP as ITW’s independent registered public accounting firm
for 2022;	For
3.	Advisory vote to approve compensation of ITW’s named executive officers; and	For
4.	A non-binding stockholder proposal, if properly presented at the meeting, to reduce threshold to call special
stockholder meetings from 20% to 10%.	Against

NOTE: In their discretion, the proxy holders may vote on such other business as may properly come before the meeting or any adjournment thereof.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D65849-P66169-Z81773

IMPORTANT NOTICE TO ITW 401(K) PLAN PARTICIPANTS: YOUR VOTING DEADLINE IS MAY 3, 2022 AT 11:59 PM EASTERN TIME, TWO DAYS EARLIER THAN THE MAY 5 VOTING DEADLINE FOR NON-PLAN SHARES

You are receiving this communication because you have the right to vote shares of Illinois Tool Works Inc. held in your 401(k) Plan account at the Annual Meeting. When you vote, you are instructing the Trustee of the 401(k) Plan how to vote your shares. If you do not vote, the Trustee will vote your shares in the same proportion as the shares for which it receives voting instructions. In order to give the Trustee time to tabulate the votes of the plan participants and vote the Plan shares by the May 5 cutoff shown on ITW’s proxy card, the deadline for voting your Plan shares is May 3, 2022 at 11:59 pm Eastern Time.

If you receive more than one request to vote, you should follow the voting instructions using the 16-digit control number from each request to be sure all of your shares are voted.

Your voting instructions are confidential and are not disclosed to ITW.