W W Grainger : Corporate Governance Highlights

Published: 2025-06-04 11:56:08 ET GWW

Published on 06/04/2025 at 11:56

Corporate Governance Highlights

The Company has a history of strong corpomte governance. A key priority of the Board is to set the "tone at the top." This is reflected in the Board's commitment to governance policies and practices that eerve the interests of the Company and its shareholders. Key aspects include:

11 of our 12 Director nominees are independent

Annual election of Directors

100•Z» independent Board Goi»nittees

Majority voting with Director resigiiation policy

Proxy in By-laws

Shareholders may call special meetings

No poinon pill or shareholder rights plan

No "overboarded" Directors under ISS voting guidelines

Board orieiztatioa aad education prograau

Active sbarebolder ezigageazent

33% of our Director nominees are womeo and 25% of our Director nominees are racially diverse

A racially diverse Director chairs the Compensation Committee

Skillsfdemographics matrix regularly reviewed and annually disclosed

Commitment to Board refreshment-six new Directors since 2020

WeM-deFiaed Director zecruittneat suategy aad process

Appropriate miz of Director tenures

Age 72 retirement guideliae

Robust Diim or selection process

Onboaniing orientation centered on strategy, competition, financial reporting, governance and risk management

Annual Board and Committee evaluations and Director self-

Independent Lead Director, elected anniuitty by and from the independent Directors

Regular executive sessions, wbere iadepeadent Directors zaeet witbout management prment to allow for candid discussion of management perFormaace, suocessioa plaooiag aod otber smsitive matters

Active Board oversi@t of strategy, risk zaaaageazeat, corporate culture

aad ESG iaitiativcs

Annual review of Enterprise Risk Management ('ERM") programs

Commitees assist in oversight of risk areas related to Committee

Active role in su‹x:ession planning and management development

Businm Conduct Guidelines, Equity Award Agreement Gawback Ptovisiong NYSE-Compliant Clawback Policy, Equiiy Ownership Requirements, and Prohibition on Hedging/Pledging of Company Stock uader the Cozapazty's Insider Tradiag Policy

Disclaimer

W.W. Grainger Inc. published this content on June 04, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on June 04, 2025 at 15:55 UTC.