W W Grainger (GWW) Proxy Filing summary

Voting matters and shareholder proposals

• Election of 12 director nominees for the ensuing year, with all nominees recommended by the board.

• Ratification of Ernst & Young LLP as independent auditor for the year ending December 31, 2026.

• Advisory vote to approve compensation of Named Executive Officers.

• Proxyholders may vote on other matters that may properly come before the meeting.

Board of directors and corporate governance

• Board recommends all 12 director nominees for election, including Rodney C. Adkins, George S. Davis, and others.

Executive compensation and say-on-pay

• Advisory, non-binding vote on executive compensation for Named Executive Officers is included as a voting item.