W.W. Grainger Inc. filed SEC Form 8-K: Material Modification to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits
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Office Equipment/Supplies/Services
Industrials
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
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Item 3.03 Material Modification to Rights of Security Holders.
The information set forth under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 30, 2025, W.W. Grainger, Inc. (the “Company”) held its 2025 annual meeting of shareholders (the “2025 Annual Meeting”). At the 2025 Annual Meeting, the Company’s shareholders voted on a proposal, as approved and recommended by the Company’s board of directors (the “Board”), to amend the Company’s Restated Articles of Incorporation to eliminate cumulative voting (the “Amendment). The Company’s shareholders approved the proposal at the 2025 Annual Meeting, as further described in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 5, 2025.
As a result of the shareholders’ approval of the proposal, effective May 9, 2025, the Company has amended Article Ten of the Restated Articles of Incorporation as described in Proposal 4 of the Company’s definitive proxy statement dated March 7, 2025 (the “Proxy Statement) to eliminate cumulative voting. The Board has also taken action to adopt certain conforming changes to Article II, Section 12 and Article III, Section 14 of the By-laws (“Restated By-laws”), to reflect the elimination of cumulative voting as described in Proposal 4 of the Company’s Proxy Statement, which amendments became effective as of the effectiveness of the Amendment.
The foregoing summary of the amendments to the Restated Articles of Incorporation and Restated By-laws does not purport to be complete and is qualified in its entirety by reference to the Restated Articles of Incorporation and the Restated By-laws, copies of which are attached as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
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: May 15, 2025
W.W. GRAINGER, INC. | ||||||||
| By: | /s/ Paul Stanukinas | |||||||
| Name: | Paul Stanukinas | |||||||
| Title: | Vice President and Corporate Secretary | |||||||