- GRAINGER, INC. 100 GRAINGER PARKWAY LAKE FOREST, IL 60045
SCAN TO w
VIEW MATERIALS &VOTE
VOTE BY INTERNET
Before The Meeting - Go to www.proxyvote.comor scan the QR Barcode above
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. ET on (1) April 27, 2025 for shares held in a Plan and
- April 29, 2025 if you are a registered shareholder. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
During The Meeting - Go to www.virtualshareholdermeeting.com/GWW2025
You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. ET on (1) April 27, 2025 for shares held in a Plan and (2) April 29, 2025 if you are a registered shareholder. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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V61976-P18616 |
KEEP THIS PORTION FOR YOUR RECORDS |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. |
DETACH AND RETURN THIS PORTION ONLY |
W.W. GRAINGER, INC.
The Board of Directors recommends you vote FOR the following:
1. To elect 12 Director nominees named in the proxy statement for the ensuing year
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Nominees: |
For Against Abstain |
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1a. |
Rodney C. Adkins |
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1b. |
George S. Davis |
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1c. |
Katherine D. Jaspon |
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1d. |
Christopher J. Klein |
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1e. |
D.G. Macpherson |
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1f. |
Cindy J. Miller |
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1g. |
Neil S. Novich |
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1h. |
Beatriz R. Perez |
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1i. |
E. Scott Santi |
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1j. |
Susan Slavik Williams |
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1k. |
Lucas E. Watson |
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1l. |
Steven A. White |
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The Board of Directors recommends you vote FOR proposals 2, 3 and 4.
- To ratify the appointment of Ernst & Young LLP ("EY") as independent auditor for the year ending December 31, 2025.
- To approve on a non-binding advisory basis the compensation of Grainger's Named Executive Officers.
- To approve and adopt the amendment to the Restated Articles of Incorporation to eliminate cumulative voting.
NOTE: In their discretion upon such other matters as may properly come before the meeting or any adjournment or postponement thereof.
For Against Abstain
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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This material is being sent to you by reason of your being a registered shareholder or your
participation in one or more of the following plans available to eligible employees of
- Grainger, Inc. and/or its subsidiaries:
W.W. Grainger, Inc. Retirement Savings Plan
W.W. Grainger, Inc. 401(k) Plan Employee Stock Purchase Plan
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:
The Notice & Proxy Statement, and the Annual Report are available at www.proxyvote.com.
V61977-P18616
W.W. GRAINGER, INC.
Annual Meeting of Shareholders
April 30, 2025 10:00 AM CDT
This proxy is solicited by the Board of Directors
The undersigned hereby appoints D.G. Macpherson, Nancy L. Berardinelli-Krantz, and Deidra C. Merriwether, and each of them, proxies of the undersigned with full power of substitution to represent the undersigned and to vote all of the shares of the Common Stock of W.W. Grainger, Inc., which the undersigned is entitled to vote at the Annual Meeting of Shareholders of
- Grainger, Inc., to be held on April 30, 2025, virtually at www.virtualshareholdermeeting.com/GWW2025, and at any and all adjournments thereof, with all the powers the undersigned would possess if personally present and voting.
A majority of proxies or substitutes who shall be present at the meeting may exercise all powers hereunder. All proxies will be voted as specified. If no specification is made, the proxy will be voted FOR items 1, 2, 3 and 4. The proxy holders reserve the right to cumulate votes and cast such votes in favor of the election of some or all of the applicable director nominees in their sole discretion.
Continued and to be voted, signed and dated on reverse side
Attachments
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 18:02:39.903.
