Illinois Tool Works Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ITW
Industrial Machinery/Components
Industrials
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): May 2, 2025
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Item 5.07. Submission of Matters to a Vote of Security Holders
The annual meeting of the stockholders of Illinois Tool Works Inc. (the “Company”) was held on May 2, 2025 for the purposes of (i) electing the twelve director nominees named in the Company’s proxy statement for the meeting to hold office until the next annual meeting of stockholders; (ii) approving, on an advisory basis, a resolution relating to the compensation of the named executive officers as disclosed in the Company’s proxy statement; (iii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025; and (iv) considering a non-binding stockholder proposal to require stockholder ratification of executive termination pay.
All twelve nominees for director named in the Company’s proxy statement for the meeting were elected by the votes set forth below.
| Election of Directors | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| Daniel J. Brutto | 228,120,351 | 9,337,425 | 207,367 | 24,574,871 | ||||||||||
| Susan Crown | 225,259,250 | 12,102,261 | 303,632 | 24,574,871 | ||||||||||
| Darrell L. Ford | 230,200,253 | 6,971,325 | 493,565 | 24,574,871 | ||||||||||
| Kelly J. Grier | 236,465,559 | 999,118 | 200,466 | 24,574,871 | ||||||||||
| James W. Griffith | 225,157,607 | 12,154,450 | 353,086 | 24,574,871 | ||||||||||
| Jay L. Henderson | 235,326,601 | 2,129,449 | 209,093 | 24,574,871 | ||||||||||
| Jaime Irick | 236,073,833 | 1,391,553 | 199,757 | 24,574,871 | ||||||||||
| Richard H. Lenny | 226,576,834 | 10,730,408 | 357,901 | 24,574,871 | ||||||||||
| Christoper A. O’Herlihy | 233,575,050 | 3,888,082 | 202,011 | 24,574,871 | ||||||||||
| E. Scott Santi | 227,877,416 | 9,572,997 | 214,730 | 24,574,871 | ||||||||||
| David B. Smith, Jr. | 227,884,410 | 9,577,668 | 203,065 | 24,574,871 | ||||||||||
| Pamela B. Strobel | 219,623,886 | 14,832,169 | 3,209,088 | 24,574,871 | ||||||||||
The non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the meeting was approved by the vote set forth below.
| Advisory vote to approve executive compensation | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| 224,310,353 | 11,344,577 | 2,010,213 | 24,574,871 | |||||||||||
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2025 was ratified by the vote set forth below.
| Ratification of independent registered public accounting firm | FOR | AGAINST | ABSTAIN | ||||||||
| 250,455,004 | 11,555,787 | 229,223 | |||||||||
The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below.
| Stockholder proposal for stockholder ratification of executive termination pay | FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | ||||||||||
| 77,832,522 | 158,913,193 | 919,428 | 24,574,871 | |||||||||||
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ILLINOIS TOOL WORKS INC. | ||||||||
| Dated: May 7, 2025 | By: /s/ Randall J. Scheuneman | |||||||
| Name: Randall J. Scheuneman | ||||||||
| Title: Vice President & Chief Accounting Officer | ||||||||