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Section 1: 8-K (8-K)

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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): May 3, 2019
_________________________

ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)

Delaware
1-4797
36-1258310
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
 
 
 
155 Harlem Avenue, Glenview, IL
 
60025
(Address of principal executive offices)
 
(Zip Code)
Registrant's telephone number, including area code: 847-724-7500
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))

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. □

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
ITW
New York Stock Exchange
1.75% Euro Notes due 2022
ITW22
New York Stock Exchange
1.25% Euro Notes due 2023
ITW23
New York Stock Exchange
2.125% Euro Notes due 2030
ITW30
New York Stock Exchange
3.00% Euro Notes due 2034
ITW34
New York Stock Exchange




Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of the Company was held on May 3, 2019 for the purposes of (i) electing the eleven directors named in the Company’s proxy statement to hold office until the next annual meeting of stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year; (iii) approving, on an advisory basis, a resolution approving executive compensation of the named executive officers as disclosed in the proxy statement; (iv) considering a stockholder proposal to permit shareholders to act by written consent; and (v) considering a stockholder proposal to set Company-wide greenhouse gas emissions targets.

All eleven nominees for director as named in the Company’s proxy statement for the meeting were elected by the votes set forth in the table below.
 
FOR
AGAINST
ABSTAIN
Broker Non-Votes
Election of Directors
 
 
 
 
Daniel J. Brutto
261,560,322
917,693
532,861
34,809,817
Susan Crown
258,641,708
3,991,077
378,091
34,809,817
James W. Griffith
260,597,547
1,993,456
419,873
34,809,817
Jay L. Henderson
261,392,987
1,083,521
534,368
34,809,817
Richard H. Lenny
260,031,066
2,455,880
523,930
34,809,817
E. Scott Santi
254,999,870
7,230,497
780,509
34,809,817
James A. Skinner
255,346,319
6,592,553
1,072,004
34,809,817
David B. Smith, Jr.
261,365,997
1,262,316
382,563
34,809,817
Pamela B. Strobel
259,876,448
2,768,730
365,698
34,809,817
Kevin M. Warren
260,449,463
2,065,529
495,884
34,809,817
Anré D. Williams
261,300,807
1,184,958
525,111
34,809,817

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year was ratified by the vote set forth in the table below.

 
FOR
AGAINST
ABSTAIN
Broker Non-Votes
Ratification of independent registered public accounting firm
294,164,126
3,175,406
481,161
 

A Company proposal requesting that stockholders approve a non-binding resolution approving the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission under “Compensation Discussion & Analysis,” the Summary Compensation Table, the related compensation tables and the related narrative disclosures, in the March 22, 2019 proxy statement, passed with the following vote.

 
FOR
AGAINST
ABSTAIN
Broker Non-Votes
Advisory vote to approve executive compensation
250,994,113
10,802,948
1,213,815
34,809,817

The stockholder proposal to permit stockholders to act by written consent was defeated by the vote set forth in the table below.

 
FOR
AGAINST
ABSTAIN
Broker Non-Votes
To permit stockholders to act by written consent
87,519,983
172,876,397
2,614,496
34,809,817




The stockholder proposal to set Company-wide greenhouse gas emissions reduction targets was defeated by the vote set forth in the table below.

 
FOR
AGAINST
ABSTAIN
Broker Non-Votes
Set Company-wide greenhouse gas emissions reduction targets
55,456,663
204,613,653
2,940,560
34,809,817


 






SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
ILLINOIS TOOL WORKS INC.
 
 
 
 
Dated: May 9, 2019
By: /s/ Randall J. Scheuneman
 
Randall J. Scheuneman
 
Vice President & Chief Accounting Officer
 
 




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