ILLINOIS TOOL WORKS INC — Remuneration Information 2021

Mar 26, 2021

DEFA14A 1 d53919ddefa14a.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 computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
	1)	Title of each class of securities to which transaction applies:
	2)	Aggregate number of securities to which transaction applies:
	3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
	4)	Proposed maximum aggregate value of transaction:
	5)	Total fee paid:
☐	Fee paid previously with preliminary materials.
☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
	1)	Amount Previously Paid:
	2)	Form, Schedule or Registration Statement No.:
	3)	Filing Party:
	4)	Date Filed:

SEC 1913 (11-01)

* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholders Meeting to be Held on May 7, 2021.

ILLINOIS TOOL WORKS INC.

ILLINOIS TOOL WORKS INC.

ATTN: SHAREHOLDER RELATIONS

155 HARLEM AVENUE

GLENVIEW, IL 60025

| Meeting
Information |
| --- |
| Meeting Type: Annual Meeting |
| For holders as of: March 8, 2021 |
| Date: May 7, 2021 Time: 1:00 P.M. CT |
| Location: The Meeting will be held in virtual format only at: |
| www.virtualshareholdermeeting.com/ITW2021. |
| The company will be hosting the meeting this year in virtual format only. There is no physical
location for the meeting. To virtually attend the meeting, please visit www.virtualshareholdermeeting.com/ITW2021 and be sure to have the information that is printed in the box marked by the arrow (located on the following page). |

You are receiving this communication because you hold shares in the company named above.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

See the reverse side of this notice to obtain proxy materials and voting instructions.

— Before You Vote —

How to Access the Proxy Materials

| ● |
| --- |
| 1. NOTICE AND PROXY
STATEMENT 2. ANNUAL REPORT ON FORM 10-K How to View Online: Have the information that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you
want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: 1) BY
INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY
E-MAIL* : sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment
advisor. Please make the request as instructed above on or before April 23, 2021 to facilitate timely delivery. |
| — How To Vote — Please Choose One of the Following Voting Methods |
| Vote By Mail or by Phone: You can vote by mail or by phone by requesting a paper copy of the materials, which will include a proxy card with
instructions. See “How to Request and Receive a PAPER or E-MAIL Copy” above. |

Voting Items

The Board of Directors recommends you vote FOR all nominees:

1. Election of Directors 1a. Daniel J. Brutto 1b. Susan Crown 1c. Darrell L. Ford 1d. James W. Griffith 1e. Jay L. Henderson 1f. Richard H. Lenny 1g. E. Scott Santi 1h. David B. Smith, Jr. 1i. Pamela B. Strobel 1j. Anré D. Williams The Board of Directors recommends you vote FOR the following proposals: 2. Ratification of the appointment of Deloitte & Touche LLP as ITW’s independent registered public accounting firm for 2021; 3. Advisory vote to approve compensation of ITW’s named executive officers; and The Board of Directors recommends you vote AGAINST the following proposal: 4. A non-binding stockholder proposal, if properly presented at the meeting, to permit stockholders to act by written consent. NOTE: In their discretion, the proxy holders may vote on such other business as may properly come before the meeting or any adjournment thereof. This is not a ballot or a proxy. You cannot use this notice to vote your shares.

IMPORTANT NOTICE TO ITW 401(K) PLAN PARTICIPANTS: YOUR VOTING DEADLINE IS MAY 4, 2021 AT 10:59 P.M. CENTRAL TIME, TWO DAYS EARLIER THAN THE MAY 6 VOTING DEADLINE FOR NON-PLAN SHARES

You are receiving this communication because you have the right to vote shares of Illinois Tool Works Inc. (ITW) 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 6 cutoff shown on ITW’s proxy card, the deadline for voting your Plan shares is May 4, 2021 at 10:59 p.m. Central 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.

Z79421-0321-BUCKSL