Executive Change · 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 8, 2020 _________________________ 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 (see General Instruction A.2. below): ☐ 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)) 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 0.250% Euro Notes due 2024 ITW24A New York Stock Exchange 0.625% Euro Notes due 2027 ITW27 New York Stock Exchange 2.125% Euro Notes due 2030 ITW30 New York Stock Exchange 1.00% Euro Notes due 2031 ITW31 New York Stock Exchange 3.00% Euro Notes due 2034 ITW34 New York Stock Exchange 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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2). 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.  ☐ Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers In accordance with the Corporate Governance Guidelines of Illinois Tool Works Inc. (the “Company”), regarding a director not standing for re-election following his or her 75 th birthday, Mr. James A. Skinner retired from the Company’s Board of Directors effective on May 8, 2020. 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 8, 2020 for the purposes of (i) electing the ten director nominees named in the Company’s proxy statement for the meeting 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 2020; (iii) approving, on an advisory basis, a resolution relating to the executive compensation of the named executive officers as disclosed in the Company’s proxy statement; and (iv) considering a non-binding stockholder proposal to permit stockholders to act by written consent. All ten nominees for director named in the Company’s proxy statement for the meeting were elected by the votes set forth below.   FOR AGAINST ABSTAIN BROKER NON-VOTES Election of Directors         Daniel J. Brutto 254,305,251 952,097 335,333 26,742,083 Susan Crown 248,680,945 5,375,449 1,536,287 26,742,083 James W. Griffith 253,320,692 1,934,813 337,176 26,742,083 Jay L. Henderson 254,101,086 1,120,661 370,934 26,742,083 Richard H. Lenny 252,167,549 3,081,230 343,902 26,742,083 E. Scott Santi 246,006,448 8,875,920 710,313 26,742,083 David B. Smith, Jr. 251,549,989 3,710,296 332,396 26,742,083 Pamela B. Strobel 250,526,940 4,780,753 284,988 26,742,083 Kevin M. Warren 252,928,716 2,326,962 337,003 26,742,083 Anré D. Williams 254,115,317 1,131,083 346,281 26,742,083 The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2020 was ratified by the vote set forth below. Ratification of independent registered public accounting firm FOR AGAINST ABSTAIN 277,951,873 4,004,496 378,395 The non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the “Compensation Discussion and Analysis” section, the compensation tables and any related material disclosed in the Company’s proxy statement for the meeting pursuant to the Securities and Exchange Commission’s compensation disclosure rules was approved by the vote set forth below. Advisory vote to approve executive compensation FOR AGAINST ABSTAIN BROKER NON-VOTES 241,905,052 12,744,762 942,867 26,742,083 The stockholder proposal requesting that stockholders approve a non-binding resolution to permit stockholders to act by written consent was defeated by the vote set forth below. Stockholder proposal to permit stockholders to act by written consent FOR AGAINST ABSTAIN BROKER NON-VOTES 90,002,511 163,077,471 2,512,699 26,742,083 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 13, 2020 By: /s/ Norman D. Finch Jr.   Name: Norman D. Finch Jr.   Title: Senior Vice President, General Counsel and Secretary