Shareholder Vote

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 5, 2017 _________________________ 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.) 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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.  [   ] 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: [ ] 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)) 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 5, 2017 for the purposes of (i) electing the eleven directors named in the Company’s proxy statement 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 the 2017 fiscal year; (iii) approving, on an advisory basis, a resolution approving executive compensation of the named executive officers as disclosed in the proxy statement; (iv) approving the frequency of the advisory vote on executive compensation; and (v) considering a stockholder proposal to permit stockholders to act by written consent. All eleven nominees for director as named in the Company’s proxy statement for the meeting were elected by the votes set forth in the table below.   FOR AGAINST ABSTENTIONS Broker Non-Vote Election of Directors         Daniel J. Brutto 273,504,783 1,705,461 345,711 33,452,924 Susan Crown 272,573,509 2,746,782 235,664 33,452,924 James W. Griffith 273,416,679 1,800,719 338,557 33,452,924 Jay L. Henderson 273,163,500 2,027,421 365,034 33,452,924 Richard H. Lenny 271,655,142 3,393,418 507,395 33,452,924 E. Scott Santi 266,838,420 7,075,942 1,641,593 33,452,924 James A. Skinner 270,143,793 5,080,696 331,466 33,452,924 David B. Smith, Jr. 273,956,997 1,318,811 280,147 33,452,924 Pamela B. Strobel 273,734,304 1,576,144 245,507 33,452,924 Kevin M. Warren 273,263,639 1,942,908 349,408 33,452,924 Anré D. Williams 273,271,023 1,935,602 349,330 33,452,924 The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2017 fiscal year was ratified by the vote set forth in the table below.   FOR AGAINST ABSTENTIONS Broker Non-Vote Ratification of independent registered public accounting firm 305,663,842 3,031,644 313,393 N/A A Company proposal requesting that stockholders approve a non-binding resolution approving the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission under “Compensation Discussion & Analysis,” the Summary Compensation Table, the related compensation tables and the related narrative disclosures, in the March 24, 2017 proxy statement, passed with the following vote.   FOR AGAINST ABSTENTIONS Broker Non-Vote Advisory vote to approve executive compensation 267,016,489 7,570,761 968,705 33,452,924 A Company proposal requesting that stockholders approve a one-, two- or three-year frequency for the advisory vote on executive compensation resulted in approval of a one-year frequency by the vote set forth in the table below. The Company’s Board of Directors, who recommended a one-year frequency, has determined that the Company will continue to hold its advisory executive compensation vote every year.   ONE YEAR TWO YEARS THREE YEARS ABSTENTIONS Frequency of Advisory Vote on Executive Compensation 255,246,023 1,046,575 18,685,838 577,519 The shareholder proposal to permit stockholders to act by written consent was defeated by the vote set forth in the table below.   FOR AGAINST ABSTENTIONS Broker Non-Vote Permit Stockholders to Act by Written Consent 93,331,185 179,249,224 2,975,546 33,452,924   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 11, 2017 By: /s/ Randall J. Scheuneman   Randall J. Scheuneman   Vice President and Chief Accounting Officer