Form 8-K - Current report

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): December 13, 2023

W.W. GRAINGER, INC.

(Exact name of Registrant as Specified in its 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. ¨

Item 5.02.

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

On December 13, 2023, the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the “Company”) appointed Christopher Klein as a director to the Board, effective immediately. The Board also appointed Mr. Klein to serve as a member of the Board Affairs and Nominating Committee and the Audit Committee. With the appointment of Mr. Klein, the size of the Board was increased to 13 directors. A copy of the Company’s press release announcing Mr. Klein’s appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.

The appointment of Mr. Klein was not pursuant to any arrangement or understanding between him and any other person. There have been no transactions since the beginning of the Company’s last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. Klein or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

Mr. Klein will be compensated in accordance with the Company’s compensation program for non-employee directors. The program provides that directors are eligible to receive an annual deferred stock unit grant equal to $160,000, divided by the 20-day average closing price of the Company’s shares of common stock through March 31, 2023, rounded up to the next whole share, and a $100,000 annual cash retainer (some or all of which may be deferred in a deferred stock unit account). Mr. Klein’s compensation will be pro-rated to reflect that his appointment to the Board occurred approximately eight months after the 2023 annual meeting of shareholders of the Company.

Mr. Klein is also entitled to enter into the Company’s standard form of indemnification agreement, which was filed as Exhibit 10(b)(i) to the Company’s Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 4, 2009.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description

99.1		Press release issued by the Company on December 13, 2023.
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: December 13, 2023	W.W. GRAINGER, INC.

	By:	/s/ Ronald J. Edwards
		Name:	Ronald J. Edwards
		Title:	Vice President, Corporate Secretary

Exhibit 99.1

News Release

W.W. Grainger, Inc. Names Chris Klein to its Board of Directors

Klein brings extensive leadership experience in growth strategies and understanding of customer and market dynamics

CHICAGO, Dec. 13, 2023 – Grainger (NYSE: GWW), a leading broad line distributor of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced the appointment of Chris Klein to its Board of Directors, effective December 13, 2023.

Until retiring in December 2020, Mr. Klein, age 60, most recently served as Executive Chairman and Chief Executive Officer for Fortune Brands Home and Security, a manufacturer of home and security consumer products and spinoff of Fortune Brands, Inc. His broad background includes corporate strategy development, mergers and acquisitions, and capital allocation, as well as consumer branding, marketing, and distribution.

Prior to joining Fortune Brands, Inc., Klein held key strategy and leadership positions at Bank One Corporation and spent eight years at McKinsey & Company as a partner in the Financial Institutions Group. He also was a Managing Director for Internet Capital Group where he helped develop early-stage technology companies across North America and Europe.

"Chris is a committed, high-caliber leader with a proven track record of successfully running complex organizations," said D.G. Macpherson, Chairman and CEO, Grainger. "We welcome Chris to the Board of Directors and look forward to seeing how his deep and diverse experience and understanding of customer and market dynamics will positively impact Grainger as well as the businesses and institutions we are privileged to serve."

Mr. Klein holds a Bachelor of Business Administration in Finance from the University of Iowa and a Master of Business Administration from Northwestern University.

With this appointment, Grainger now has 13 members on its Board of Directors.

Page 2

About Grainger

W.W. Grainger, Inc., with 2022 sales of $15.2 billion, is a leading broad line distributor with operations primarily in North America, Japan and the United Kingdom. Grainger achieves its purpose, We Keep the World Working®, by serving more than 4.5 million customers worldwide with innovative technology and deep customer relationships. The Company operates two business models. In the High-Touch Solutions segment, Grainger offers more than 2 million maintenance, repair and operating (MRO) products and several services, such as technical support and inventory management. In the Endless Assortment segment, Zoro.com offers customers access to more than 11 million items, and MonotaRO.com provides more than 20 million items. For more information, visit invest.grainger.com.

Media Contact:

Brodie Bertrand

communications@grainger.com

Cover	Dec. 13, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 13, 2023
Entity File Number	1-5684
Entity Registrant Name	W.W. GRAINGER, INC.
Entity Central Index Key	0000277135
Entity Tax Identification Number	36-1150280
Entity Incorporation, State or Country Code	IL
Entity Address, Address Line One	100 Grainger Parkway
Entity Address, City or Town	Lake Forest
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60045-5201
City Area Code	847
Local Phone Number	535-1000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	GWW
Security Exchange Name	NYSE
Entity Emerging Growth Company	false