0000277135-23-000089.txt : 20231003 0000277135-23-000089.hdr.sgml : 20231003 20231003193013 ACCESSION NUMBER: 0000277135-23-000089 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20231001 FILED AS OF DATE: 20231003 DATE AS OF CHANGE: 20231003 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Macpherson Donald G CENTRAL INDEX KEY: 0001451437 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-05684 FILM NUMBER: 231306138 MAIL ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: W.W. GRAINGER, INC. CENTRAL INDEX KEY: 0000277135 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DURABLE GOODS [5000] IRS NUMBER: 361150280 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045-5201 BUSINESS PHONE: 847-535-1000 MAIL ADDRESS: STREET 1: 100 GRAINGER PARKWAY CITY: LAKE FOREST STATE: IL ZIP: 60045 FORMER COMPANY: FORMER CONFORMED NAME: GRAINGER W W INC DATE OF NAME CHANGE: 19920703 4 1 wk-form4_1696375799.xml FORM 4 X0508 4 2023-10-01 0 0000277135 W.W. GRAINGER, INC. GWW 0001451437 Macpherson Donald G 100 GRAINGER PARKWAY LAKE FOREST IL 60045 1 1 0 0 Chairman and CEO 0 Common Stock 2023-10-01 4 A 0 8896 0 A 96564 D Common Stock 2023-10-01 4 F 0 3941 691.84 D 92623 D Stock Option 276.64 2021-04-02 2028-04-01 Common Stock 46063 46063 D Stock Option 311.26 2029-03-31 Common Stock 30663 30663 D These were performance vested restricted stock units ("PRSUs"), with a grant date of October 1, 2016, under the W. W. Grainger, Inc. (Grainger) 2015 Incentive Plan. The PRSUs subject to the grant were payable in shares of Grainger common stock upon vesting on October 1, 2023. Grainger's performance achieved a payout equal to 100% of target, as approved by the Board of Directors of the Company (the "Board") acting in executive session with only independent directors participating, upon the earlier determination of the Compensation Committee of the Board. Shares withheld for tax withholding for the PRSU settlement described in footnote 1 above. The stock option fully vested in three years, where 1/3 vested on April 1, 2020, 1/3 vested on April 1, 2021, and the remainder vested on April 1, 2022. Exhibit List: Exhibit 24 - Power of Attorney /s/ James Colin McGee, by POA from Donald G. Macpherson, Chairman and CEO 2023-10-03 EX-24 2 powerofattorney.txt EX-24 EXHIBIT 24 POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Nancy L. Berardinelli-Krantz, Ronald J. Edwards, and James Colin McGee, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned a Form ID (including amendments thereto), or any other forms prescribed by the Securities and Exchange Commission, that may be necessary to obtain codes and passwords enabling the undersigned to make electronic filings with the Securities and Exchange Commission of the forms referenced in clause (2) below; (2) execute for and on behalf of the undersigned Forms 3, 4, 5, and 144 relating to equity securities of W.W. Grainger, Inc. (the Company) in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder and Rule 144 under the Securities Act of 1933; (3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete any such Form 3, 4, 5, or 144 and timely file the same with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of the attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by the attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as the attorney-in-fact may approve in his or her discretion. The undersigned hereby grants to each attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the attorney-in-fact might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that the attorney-in-fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934 or Rule 144 under the Securities Act of 1933. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, 5, and 144 with respect to the undersigned's holdings of and transactions in equity securities of the Company, unless earlier revoked by the undersigned in a signed writing delivered to the attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 2nd day of October, 2023 and revokes any previously adopted power of attorney with respect to the rights and powers herein granted. /s/ Donald G. Macpherson