W W Grainger : 2025 Proxy
GWW
2025
Notice of Annual
Meeting & Proxy
Statement
Our Purpose
Our Aspiration
SM
We relentlessly expand our leadership position by being the go-topartner for people who build and run safe, sustainable and productive operations.
Our Strategy
High-Touch Solutions model
We deliver compelling value-added MRO solutions through our teams of specialists and curated digital experiences.
Advantaged MRO solutions
Differentiated sales and services
Unparalleled customer service
Endless Assortment model
We make business supply purchasing remarkably easy through a streamlined and transparent online relationship that provides access to everything a customer needs.
Expansive product assortment
Innovative customer acquisition and retention capabilities
Our Principles
The following principles are at the heart of how we work-with one another, our customers, suppliers and communities.
Start with the
Act with
customer
intent
Win as
Embrace
Compete with
one team
curiosity
urgency
Invest in our
Do the
success
right thing
The Grainger Edge®
A Message from Our Chairman of the Board and Chief Executive Officer
March 7, 2025
Dear Grainger Shareholders,
We are pleased to invite you to attend the 2025 annual meeting of shareholders of
At the meeting, we will report on our operations and other matters of current interest. Shareholders will also vote on the matters described in the accompanying Notice of 2025 Annual Meeting of Shareholders and Proxy Statement, and any other matters properly brought before the meeting.
As in prior years, we have elected to deliver our proxy materials to the majority of our shareholders electronically. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. The Notice of 2025 Annual Meeting of Shareholders on the following page contains instructions on how to:
Please take the time to carefully read the Notice of 2025 Annual Meeting of Shareholders and Proxy Statement that follow. Regardless of whether you plan to attend the meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by internet, or-if you have a paper copy-by signing and dating the enclosed proxy form and returning it promptly in the envelope provided.
We look forward to your participation at the meeting.
Sincerely,
Thanks to our more than 26,000 dedicated team members who live our purpose-WeKeep the World Working®-Grainger continues to focus on what matters most: providing excellent service to our customers, making their jobs easier and helping them save time and money. As we look to 2025, we will continue to be a trusted partner for our customers while enhancing our capabilities for the future.
D.G. Macpherson
Chairman of the Board and Chief Executive Officer
100 Grainger Parkway Lake Forest, Illinois 60045-5201
(847) 535-1000
Notice of 2025 Annual Meeting of Shareholders
LOGISTICS
Date and Time
10:00 a.m., Central Time, on Wednesday, April 30, 2025
Shareholders
Meeting (Held Virtually)
Record Date
March 3, 2025
MEETING AGENDA
BOARD
RECOMMENDATION
PROPOSAL 1: To elect 12 Director nominees named in the proxy statement for
Vote FOR
the ensuing year
all nominees
PROPOSAL 2: To ratify the appointment of Ernst & Young LLP ("EY") as
Vote FOR
independent auditor for the year ending December 31, 2025
PROPOSAL 3: To approve on a non-binding advisory basis the compensation of
Vote FOR
Grainger's Named Executive Officers
PROPOSAL 4: To approve and adopt the amendment to the Restated Articles of
Vote FOR
Incorporation to eliminate cumulative voting
For additional information about our 2025 annual meeting of shareholders (the "2025 Annual Meeting"), see Questions and Answers beginning on page 79.
We will also consider any other matters that may properly be brought before the meeting (and any postponements or adjournments of the meeting).
Virtual Meeting
We have decided to hold the 2025 Annual Meeting virtually. We believe hosting a virtual annual meeting enables shareholders to attend and participate fully and equally, improves meeting efficiency and our ability to effectively communicate and engage with shareholders regardless of their holdings, resources or physical location, and provides cost savings to the Company. To virtually attend the 2025 Annual Meeting, visit www.virtualshareholdermeeting.com/GWW2025 (the "Annual Meeting Website"), and enter the 16-digit control number found on your proxy card or voting instruction form ("Control Number"). You may vote your shares and submit your questions prior to the 2025 Annual Meeting. We will answer questions germane to the Company and the 2025 Annual Meeting.
Proxy Materials
This 2025 Notice of Annual Meeting of Shareholders, the following proxy statement, and the accompanying proxy card were first distributed or made available to shareholders on or about March 7, 2025.
By order of the Board of Directors,
Nancy L. Berardinelli-Krantz
Senior Vice President and Chief Legal Officer
Admission
Shareholders of W.W. Grainger, Inc. ("Grainger" or the "Company"), as of March 3, 2025 (the "Record Date"), may attend the 2025 Annual Meeting virtually, via webcast format, on April 30, 2025 at 10:00 a.m., Central Time.
Voting
Shareholders of Grainger, as of the Record Date, are entitled to vote, as follows:
Regardless of whether you plan to attend the 2025 Annual Meeting, we hope you will vote as soon as possible. You may vote your shares prior to the 2025 Annual Meeting, electronically or by toll-free telephone number. If you received a paper copy of a proxy or a voting instruction card by mail, you may submit your proxy or voting instruction card before the 2025 Annual Meeting by completing, signing, dating, and returning your proxy or voting instruction card in the pre-addressed envelope provided. For specific instructions on voting, see Questions and Answers-VotingInformation beginning on page 79.
INTERNET
www.proxyvote.com
up until 10:59 p.m. CT on
April 29, 2025*
TELEPHONE
1-800-690-6903
up until 10:59 p.m. CT on
April 29, 2025*
Mark, sign, and date your proxy card
and return it in the pre-addressed postage-paid envelope we have provided or return it to:
Vote Processing c/o Broadridge 51 Mercedes Way
Edgewood, NY 11717
Electronic Delivery of Proxy Materials
We encourage all shareholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of minimizing our environmental footprint.
SIGN UP FOR E-DELIVERY AT WWW.PROXYVOTE.COM
Please have your 16-digit control number available.
BENEFITS OF E-DELIVERY:
Important Notice Regarding the Availability of Proxy Materials for the 2025 Annual Meeting of Shareholders to be Held Virtually on April 30, 2025
This Notice of 2025 Annual Meeting of Shareholders, the following proxy statement, the accompanying proxy card, and our 2024 Annual Report on Form 10-K are available under "Financials" in the Investor Relations section of our website at http://invest.grainger.com and also may be obtained free of charge on written request to the Office of the Corporate Secretary at Grainger's headquarters, 100 Grainger Parkway, Lake Forest, Illinois 60045-5201.
Table of Contents
37 EXECUTIVE COMPENSATION
60 Employment Agreements, Change in Control and Termination of Employment Arrangements
78 QUESTIONS AND ANSWERS
78 Proxy Materials
78 Voting Information
81 INFORMATION NOT INCORPORATED INTO THIS PROXY STATEMENT
81 FORWARD-LOOKING STATEMENTS
A-1 APPENDIX A-CATEGORICAL STANDARDS FOR DIRECTOR INDEPENDENCE
B-1 APPENDIX B-NON-GAAP FINANCIAL
MEASURES AND DEFINITIONS
C-1 APPENDIX C -SECTION 11.70 OF THE ILLINOIS BUSINESS CORPORATION ACT: PROCEDURE TO DISSENT
(This page has been left blank intentionally.)
invest.grainger.com 1 ●
Corporate Governance
The Role of the Board
The Board of Directors (the "Board") acts as the steward of the Company for the benefit of the shareholders. The Directors have a wealth of business experience and a solid track record in situations relevant to the Company's strategy and operations.
The Board recognizes the importance of ensuring that our strategy is designed and executed to create sustainable long-term value for Grainger's shareholders and other stakeholders. The Board plays an active role in formulating strategy and overseeing its implementation as to business, operational, financial and regulatory.
The Board has a robust annual strategic planning process during which key elements of our business, financial plans, strategies, and near-term and long-term initiatives are explained and reviewed. This process includes extended Board sessions with our senior leadership team to review Grainger's overall strategy, talent, opportunities, capabilities, as well as risks and challenges. In addition to business strategy, the Board reviews Grainger's short-term and long-term financial plans, which serve as the basis for the operating and capital plans for the upcoming year. The annual strategy process also helps shape the strategic content presented in our communications with the investment community. In addition to annual strategic reviews, the Board works with appropriate members of the Company's management team, who in turn consult with external advisors on at least a biennial basis to identify and prioritize key risks to the Company based on factors such as materiality and timeline implications. Further, the Board's continuous evaluation of the Company's strategic progress and risk oversight enables it to identify new opportunities and emerging risks with respect to our strategy and plans throughout the year.
Through its Committees (as defined herein), the Board oversees Grainger's approach to environmental, social and governance matters ("ESG"). In addition, at least annually, management briefs the entire Board on the Company's progress in executing its environmental, social and governance strategy.
The Board closely monitors and helps ensure that Grainger's management processes and financial resources have been effectively deployed to fulfill our purpose-We Keep the World Working®-and to remain the go-to-partner for people who build and run safe, sustainable, and productive operations. In 2025, the Company will focus on the following four priorities as we aim to continue serving our customers' maintenance, repair and operating ("MRO") needs better than anyone else, grow market share profitably and make Grainger a great place to work:
Board Actions
The Board believes that a diverse, experienced, and vibrant board significantly contributes to the broad-based thinking needed to reach sound decisions. These attributes equip the Board to oversee the Company in meeting both current challenges and future needs, and ultimately assist in driving shareholder value. The 2025 Board slate consists of 12 Director nominees with various experiences and backgrounds, including six non-employee Directors who have joined the Board since 2020. The addition of these Directors demonstrates the Board's commitment to gaining the benefits of broad perspectives and backgrounds.
The Board's various experiences and viewpoints benefit the Company most when they are aligned with our global business needs, reflective of our strong corporate governance practices, and consistent with our goals. As a result of the Board's ongoing refreshment efforts, we have added Directors with expertise in technology, digital commerce, finance and corporate transactions, workforce diversification and global logistics management. Our six newest non-employee Directors-George S. Davis, Katherine D. Jaspon, Christopher J. Klein, Cindy J. Miller, Susan Slavik Williams and Steven A. White-bring valuable perspectives and experiences to enhance the composition of our Board.
Corporate Culture: The Grainger Edge®
The Board strongly believes that the Company's culture must be tightly aligned with its business strategy to create value. To that end, the Board is actively engaged with senior management in cultivating Grainger's culture. The Board believes that the Company's purpose-driven culture is an asset that creates a sustainable competitive advantage. Building on the Company's strong foundation while evolving a framework to address future challenges is critical to Grainger's continued success.
In 2019, the Company introduced the Grainger Edge, a strategic framework that defines the Grainger culture, including the Company's purpose, aspiration and how team members work together to achieve Grainger's strategy.
CORPORATE
PROPOSAL 1:
PROPOSAL 2:
EXECUTIVE
PROPOSAL 3:
PROPOSAL 4: APPROVAL
QUESTIONS AND APPENDICES
GOVERNANCE
ELECTION OF
RATIFY THE
COMPENSATION
SAY ON PAY
AND ADOPTION
ANSWERS
DIRECTORS
INDEPENDENT
AUDITOR
The Grainger Edge includes a set of principles that defines the behaviors expected from team members as they work with each other, customers and suppliers. As highlighted on the inside of this proxy statement's cover page, the Grainger Edge principles are:
•
Start with the customer
•
Complete with urgency
•
Act with intent
• Invest in our success
•
Win as one team
•
Do the right thing
•
Embrace curiosity
The Grainger Edge principles support the Company's commitment to building a culture where all team members operate under the highest ethical standards both inside and outside of the Company. The Board fully endorses these principles and believes that alignment to them creates value for shareholders.
The Grainger Edge also is foundational to the Company's customer-focused business strategy. This strategy aims to consistently gain share through two distinct business models, positioning Grainger to leverage its scale and supply chain to support customers with a variety of needs.
The Company aligns its pay for performance compensation philosophy with the Grainger Edge to help further the Company's strategy and long-term value creation. Since 2023, the Company has been providing its Pay Versus Performance Disclosure reflecting compensation paid to its principal executive officers. See Pay Versus Performance Disclosure beginning on page 69.
The Board is actively engaged in making the Grainger Edge a successful foundational framework for the Company and its employees in an effort to consistently serve customers and gain share. The Board understands that top talent is necessary to achieve these goals and supports the Company's commitment to providing employees with resources designed to help them succeed. The Company's culture and principles advance the Board's role of ensuring that the Company attracts, retains, motivates and develops top talent across the Company. The Board routinely conducts in-depth reviews of senior leaders and their development. This engagement gives the Board insight into the Company's talent and succession plans.
The Board believes a culture of legal and ethical behavior is essential to positioning the Company to achieve its goals. Our Business Conduct Guidelines apply to all Directors, officers, and team members and were updated in February 2024. Grainger team members are required to complete Business Conduct Guidelines training and certification.
Delivering business results and creating a sustainable business that does the right thing has guided the Company for nearly 100 years. The continuing commitment to these objectives is illustrated by the Company's environmental, social and governance initiatives. The Board believes that a thoughtful approach aligned to our business can help build resilient processes, better serve customers and positively impact our team members, communities and the environment. These benefits have positioned us to build a sustainable end-to-end supply chain to continue to serve our customers well. See Environmental, Social and Governance (ESG) beginning on page 26.
Collectively, the activities of the Board and its Committees in reviewing strategy, ESG initiatives, culture, talent and ethical behavior enable the Company to help millions of customers worldwide keep their operations running and their people safe.
CORPORATE
PROPOSAL 1:
PROPOSAL 2:
EXECUTIVE
PROPOSAL 3:
PROPOSAL 4: APPROVAL
QUESTIONS AND APPENDICES
GOVERNANCE
ELECTION OF
RATIFY THE
COMPENSATION
SAY ON PAY
AND ADOPTION
ANSWERS
DIRECTORS
INDEPENDENT
AUDITOR
Disclaimer
W.W. Grainger Inc. published this content on March 07, 2025, and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on March 07, 2025 at 18:03:08.555.