Illinois Tool Works (ITW) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, will be held virtually, allowing all shareholders to participate regardless of location.

• 2025 saw strong operational and financial results, with $16B+ revenue, 26.3% operating margin, and 29.3% after-tax ROIC.

• The company continues to prioritize organic growth, targeting 4%+ annual growth and a 3%+ Customer-Back Innovation (CBI) yield by 2030.

• $3.3B was returned to shareholders via dividends and share repurchases, and the dividend was raised for the 62nd consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of thirteen director nominees, (2) advisory approval of executive compensation, (3) ratification of Deloitte & Touche LLP as independent auditor, and (4) a non-binding proposal regarding directors who fail to obtain a majority vote.

• The Board recommends voting FOR all director nominees, FOR executive compensation, FOR auditor ratification, and AGAINST the shareholder proposal on director resignation.

Board of directors and corporate governance

• Board consists of 13 nominees, including 12 current members and one new nominee, with 85% independence and 46% diversity.

• Board leadership is separated, with a Non-Executive Chairman and an Independent Lead Director.

• Committees include Audit, Compensation, Corporate Governance and Nominating, Finance, and Executive, all with defined responsibilities and annual evaluations.

• Annual self-evaluations, director education, and succession planning are emphasized.

• Shareholder engagement is ongoing, with feedback incorporated into governance and sustainability strategies.