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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 8, 2020
_________________________

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 (see General Instruction A.2. below):
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(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
0.250% Euro Notes due 2024
ITW24A
New York Stock Exchange
0.625% Euro Notes due 2027
ITW27
New York Stock Exchange
2.125% Euro Notes due 2030
ITW30
New York Stock Exchange
1.00% Euro Notes due 2031
ITW31
New York Stock Exchange
3.00% Euro Notes due 2034
ITW34
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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).

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

In accordance with the Corporate Governance Guidelines of Illinois Tool Works Inc. (the “Company”), regarding a director not standing for re-election following his or her 75th birthday, Mr. James A. Skinner retired from the Company’s Board of Directors effective on May 8, 2020.

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 8, 2020 for the purposes of (i) electing the ten director nominees named in the Company’s proxy statement for the meeting 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 2020; (iii) approving, on an advisory basis, a resolution relating to the executive compensation of the named executive officers as disclosed in the Company’s proxy statement; and (iv) considering a non-binding stockholder proposal to permit stockholders to act by written consent.

All ten nominees for director named in the Company’s proxy statement for the meeting were elected by the votes set forth below.
 
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Election of Directors
 
 
 
 
Daniel J. Brutto
254,305,251
952,097
335,333
26,742,083
Susan Crown
248,680,945
5,375,449
1,536,287
26,742,083
James W. Griffith
253,320,692
1,934,813
337,176
26,742,083
Jay L. Henderson
254,101,086
1,120,661
370,934
26,742,083
Richard H. Lenny
252,167,549
3,081,230
343,902
26,742,083
E. Scott Santi
246,006,448
8,875,920
710,313
26,742,083
David B. Smith, Jr.
251,549,989
3,710,296
332,396
26,742,083
Pamela B. Strobel
250,526,940
4,780,753
284,988
26,742,083
Kevin M. Warren
252,928,716
2,326,962
337,003
26,742,083
Anré D. Williams
254,115,317
1,131,083
346,281
26,742,083

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 was ratified by the vote set forth below.

Ratification of independent registered public accounting firm
FOR
AGAINST
ABSTAIN
277,951,873
4,004,496
378,395

The non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the “Compensation Discussion and Analysis” section, the compensation tables and any related material disclosed in the Company’s proxy statement for the meeting pursuant to the Securities and Exchange Commission’s compensation disclosure rules was approved by the vote set forth below.

Advisory vote to approve executive compensation
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
241,905,052
12,744,762
942,867
26,742,083

The stockholder proposal requesting that stockholders approve a non-binding resolution to permit stockholders to act by written consent was defeated by the vote set forth below.

Stockholder proposal to permit stockholders to act by written consent
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
90,002,511
163,077,471
2,512,699
26,742,083






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 13, 2020
By: /s/ Norman D. Finch Jr.
 
Name: Norman D. Finch Jr.
 
Title: Senior Vice President, General Counsel and Secretary
 
 



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