8-K

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): July 26, 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 July 26, 2023, the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the “Company”), appointed George S. Davis as a director to the Board, effective immediately. The Board also appointed Mr. Davis to serve as a member of the Board Affairs and Nominating Committee and the Audit Committee. With the appointment of Mr. Davis, the size of the Board was increased to 12 directors. A copy of the Company’s press release announcing Mr. Davis’ 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. Davis 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. Davis 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. Davis 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. Davis’ compensation will be pro-rated to reflect that his appointment to the Board occurred approximately three months after the 2023 annual meeting of shareholders of the Company.

Mr. Davis also will be entitled to be indemnified by the Company in accordance with its standard form of indemnification agreement for its directors and officers, which provides that the Company will indemnify its directors and officers to the fullest extent permitted by law in connection with any proceedings relating to Mr. Davis being or having been a director or officer of the Company and advance any expenses incurred in connection with any such proceedings. The form of indemnification agreement 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 July 26, 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: July 26, 2023

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

EX-99.1

Exhibit 99.1

News Release

W.W. Grainger, Inc. Names George Davis to its Board of Directors 

 Davis joins Board after serving as Chief Financial Officer for three multinational companies

CHICAGO, July 26, 2023 – Grainger (NYSE: GWW), a leading broad line distributor of maintenance, repair and operating (MRO) products serving businesses and institutions, today announced George Davis has been appointed to its Board of Directors, effective July 26, 2023.

Mr. Davis, age 65, mostly recently served as the Executive Vice President and Chief Financial Officer for Intel Corporation, a $65 billion semiconductor organization, until January 2022 and supported his successor’s transition until his retirement in May 2022. In this role, he supported the CEO to redefine Intel’s strategic direction and expand its competitive advantage in a dynamic and evolving industry.

Prior to that, Mr. Davis was the Executive Vice President and Chief Financial Officer for wireless technology provider Qualcomm. Before joining Qualcomm, he spent 13 years with Applied Materials, a global materials provider, where he held roles of increasing responsibility, eventually being named Executive Vice President and Chief Financial Officer.

“George’s expertise in finance, technology, corporate strategy and transformation, along with his broad executive leadership experience, are a great fit for our company,” said D.G. Macpherson, Chairman and CEO, Grainger. “We are excited to welcome George to the Board of Directors and look forward to seeing the impact he makes for our team members and customers.”

Mr. Davis holds a Bachelor of Arts in Economics and Political Science from Claremont McKenna College and a Master of Business Administration from the University of California, Los Angeles.

With this appointment, Grainger now has 12 members on its Board of Directors.

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:

Communications@grainger.com

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Cover	Jul. 26, 2023
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Jul. 26, 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
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Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
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Security Exchange Name	NYSE
Entity Emerging Growth Company	false