W W Grainger (GWW) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 29, 2026, with shareholders voting on director elections, auditor ratification, and executive compensation.

• The company emphasizes its purpose-driven culture, strategic priorities, and commitment to sustainable, profitable growth.

• Shareholder engagement and transparency are highlighted, with proxy materials delivered electronically to reduce environmental impact.

Voting matters and shareholder proposals

• Shareholders will vote to elect 12 director nominees for one-year terms, ratify Ernst & Young LLP as independent auditor for 2026, and approve executive compensation on an advisory basis.

• The board recommends voting FOR all proposals.

• Shareholders may submit additional proposals or director nominations for future meetings, with clear procedures outlined.

Board of directors and corporate governance

• 11 of 12 director nominees are independent; board committees are 100% independent.

• The board is diverse, with 33% women and 25% racially diverse nominees.

• Board refreshment is ongoing, with six new directors since 2020.

• Directors are elected annually by majority vote, with a resignation policy for those not receiving a majority.

• The board conducts annual evaluations and uses a skills matrix to ensure alignment with company needs.

• Lead Director provides independent oversight and facilitates board effectiveness.