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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 19, 2020

 

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. o

 

 

 

 

 

 

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

 

On February 19, 2020, James D. Slavik, a member of the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the “Company”), notified the Board that he would not stand for re-election as a member of the Board for the 2020-2021 period. Mr. Slavik’s term as a director will end at the conclusion of the annual meeting of shareholders of the Company on April 29, 2020. Mr. Slavik's decision was not the result of any disagreement with the Company.

 

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.

 

 

 

 

Item 9.01.                          Financial Statements and Exhibits.

 

(d)                      Exhibits

 

Exhibit No.   Description
     
99.1   Press Release dated February 19, 2020.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

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 19, 2020

 

 

  W.W. GRAINGER, INC.
   
   
  By: /s/ Hugo Dubovoy, Jr.
    Name: Hugo Dubovoy, Jr.
    Title: Vice President, Corporate Secretary

 

 

 

 

Exhibit 99.1

 

News Release

 

 

W.W. Grainger, Inc.

100 Grainger Parkway

Lake Forest, IL 60045-5201

invest.grainger.com

 

ELEVEN DIRECTORS SLATED FOR GRAINGER’S BOARD TO BE VOTED ON AT THE COMPANY’S ANNUAL MEETING ON APRIL 29, 2020

 

CHICAGO, February 19, 2020 – The Board of Directors of W.W. Grainger, Inc. (NYSE: GWW) has selected a slate of nominees to serve for the 2020-2021 period. The 11 candidates, 10 current Board members and one new nominee, to be voted on at the 2020 annual meeting of shareholders are:

 

Current Director Nominees 

Rodney C. Adkins

Brian P. Anderson

V. Ann Hailey

Stuart L. Levenick

D.G. Macpherson

Neil S. Novich

Beatriz R. Perez

Michael J. Roberts

E. Scott Santi

Lucas E. Watson

 

New Nominee 

Susan Slavik Williams

 

James D. Slavik is not standing for re-election. Mr. Slavik has been a Board member of Grainger since 1987 and served as a member of the Audit, Board Affairs and Nominating, and Compensation Committees of the Board. Mr. Slavik also served as Chairman of the Audit and Board Affairs and Nominating Committees.

 

“I am proud to have been a member of Grainger’s Board over the last 33 years. I believe that Grainger’s future is solid and am committed to remaining a major shareholder,” said Mr. Slavik.

 

Grainger Chairman and CEO, D.G. Macpherson, said: “On behalf of the Board of Directors, I would like to thank Jim Slavik for his leadership, strategic insight, innovative thinking and invaluable contributions to Grainger for more than 30 years.”

 

About Grainger

 

W.W. Grainger, Inc., with 2019 sales of $11.5 billion, is North America’s leading broad line supplier of maintenance, repair and operating products (MRO), with operations also in Europe, Asia and Latin America.

 

Visit www.invest.grainger.com to view information about the company, including a supplement regarding 2019 fourth quarter results. Additional company information can be found on the Grainger Investor Relations website which includes our Fact Book and Corporate Social Responsibility report.

 

Contacts:

 

Media: Investors:
Joseph Micucci Irene Holman
Senior Director, External Affairs Vice President, Investor Relations
O: 847-535-0879 O: 847-535-0809
M: 847-830-5328 M: 847-217-8679
   
Grainger Media Relations Hotline Abby Sullivan
847-535-5678 Senior Manager, Investor Relations
  O: 847-535-0939
  M: 847-271-6357

 

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