W.W. GRAINGER, INC. — Board/Management Information 2023

Feb 15, 2023

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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): February 15, 2023

W.W. GRAINGER, INC.

(Exact name of Registrant as Specified in 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. ¨

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 15, 2023, W.W. Grainger, Inc. (the “ Company ”) issued a press release announcing the Board of Director's nominees to stand for election as directors of the Company at its annual meeting of shareholders on April 26, 2023.

As further described in the press release, Michael J. Roberts, who has served as a director of the Company for 17 years, will not stand for re-election in accordance with the Company’s Criteria for Membership on the Board of Directors, which provide that an outside director generally will not be nominated after the age of 72, and not as the result of any disagreement with the Company. Mr. Roberts’ term as a director will end at the conclusion of the annual meeting of shareholders.

A copy of the Company’s press release announcing the matters described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release dated February 15, 2023.
104	The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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: February 15, 2023

/s/ John L. Howard
Name:	John L. Howard
Title:	Senior Vice President, Corporate Secretary

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