W.W. GRAINGER, INC. 8-K

What Happened
W.W. Grainger, Inc. announced the results of its annual meeting held April 29, 2026. Management’s nominees were re-elected to the Board, Ernst & Young LLP was ratified as the company’s independent auditor for 2026, and the non‑binding advisory vote on executive compensation ("say-on-pay") was approved. As of the March 2, 2026 record date, 47,329,985 shares were outstanding and eligible to vote; 41,240,433 shares were present or represented by proxy at the meeting.

Key Details

• Shares outstanding/eligible to vote: 47,329,985 (record date March 2, 2026); shares present or represented: 41,240,433.
• Broker non-votes: 4,092,328.
• Auditor ratification (Ernst & Young LLP): 39,167,913 votes for; 1,824,734 against; 247,786 abstained.
• Say‑on‑pay advisory vote: 35,714,133 for; 1,299,429 against; 134,543 abstained.
• Director election examples (of votes cast): Rodney C. Adkins — 36,429,026 for / 689,883 against; D.G. Macpherson — 35,479,991 for / 1,640,685 against; E. Scott Santi — 35,194,375 for / 1,926,392 against. (All management nominees were elected.)

Why It Matters
The results confirm board continuity and shareholder support for Grainger’s governance and management: auditors were reaffirmed and the company’s executive compensation received majority (advisory) approval. The reported broker non‑votes show a material portion of outstanding shares were not eligible to vote on certain contested items through brokers, which can affect the count on director and advisory proposals. Investors should view this filing as routine corporate governance disclosure reflecting shareholder sentiment at the 2026 annual meeting.