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 3, 2019 _________________________ 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.) 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)) 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. □ Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol(s) Name of each exchange on which registered Common Stock ITW New York Stock Exchange 1.75% Euro Notes due 2022 ITW22 New York Stock Exchange 1.25% Euro Notes due 2023 ITW23 New York Stock Exchange 2.125% Euro Notes due 2030 ITW30 New York Stock Exchange 3.00% Euro Notes due 2034 ITW34 New York Stock Exchange 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 3, 2019 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 2019 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) considering a stockholder proposal to permit shareholders to act by written consent; and (v) considering a stockholder proposal to set Company-wide greenhouse gas emissions targets. 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 ABSTAIN Broker Non-Votes Election of Directors         Daniel J. Brutto 261,560,322 917,693 532,861 34,809,817 Susan Crown 258,641,708 3,991,077 378,091 34,809,817 James W. Griffith 260,597,547 1,993,456 419,873 34,809,817 Jay L. Henderson 261,392,987 1,083,521 534,368 34,809,817 Richard H. Lenny 260,031,066 2,455,880 523,930 34,809,817 E. Scott Santi 254,999,870 7,230,497 780,509 34,809,817 James A. Skinner 255,346,319 6,592,553 1,072,004 34,809,817 David B. Smith, Jr. 261,365,997 1,262,316 382,563 34,809,817 Pamela B. Strobel 259,876,448 2,768,730 365,698 34,809,817 Kevin M. Warren 260,449,463 2,065,529 495,884 34,809,817 Anré D. Williams 261,300,807 1,184,958 525,111 34,809,817 The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year was ratified by the vote set forth in the table below.   FOR AGAINST ABSTAIN Broker Non-Votes Ratification of independent registered public accounting firm 294,164,126 3,175,406 481,161   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 22, 2019 proxy statement, passed with the following vote.   FOR AGAINST ABSTAIN Broker Non-Votes Advisory vote to approve executive compensation 250,994,113 10,802,948 1,213,815 34,809,817 The stockholder proposal to permit stockholders to act by written consent was defeated by the vote set forth in the table below.   FOR AGAINST ABSTAIN Broker Non-Votes To permit stockholders to act by written consent 87,519,983 172,876,397 2,614,496 34,809,817 The stockholder proposal to set Company-wide greenhouse gas emissions reduction targets was defeated by the vote set forth in the table below.   FOR AGAINST ABSTAIN Broker Non-Votes Set Company-wide greenhouse gas emissions reduction targets 55,456,663 204,613,653 2,940,560 34,809,817   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 9, 2019 By: /s/ Randall J. Scheuneman   Randall J. Scheuneman   Vice President & Chief Accounting Officer