Material Agreement · New Debt / Obligation

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, 2023 _________________________ 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)) 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 1.25% 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 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.  ☐ Item 1.01 Entry into a Material Definitive Agreement On May 5, 2023, Illinois Tool Works Inc. (the “Company”) entered into a Euro-denominated credit agreement (the “Euro Credit Agreement”) among the Company, the lender(s) party thereto and ING Bank, N.V., London Branch, as Agent. Under the Euro Credit Agreement, the Company may borrow up to €1,300,000,000, including €300,000,000 of incremental commitment, subject to the receipt of lender commitments and other conditions precedent. Any Loan (as defined in the Euro Credit Agreement) will bear interest at a per annum rate equal to the applicable EURIBOR rate (adjusted for any statutory reserves) plus 0.75% for the interest period selected by the Company of one, three or six months; once repaid, in full or in part, a Loan may not be re-borrowed. Accrued and unpaid interest is payable at the end of the applicable interest period selected by the Company, but no less frequently than every three months. The Euro Credit Agreement terminates and all amounts outstanding thereunder are payable on May 3, 2024 (the “Termination Date”); provided, however, that the Company may extend the Termination Date by six months on up to two occasions. The Euro Credit Agreement contains customary representations, warranties, and covenants, including but not limited to covenants restricting the Company’s ability to incur liens and merge or consolidate with another entity where the Company is not the surviving entity. Further, the Euro Credit Agreement contains a covenant requiring the Company to maintain its Interest Coverage Ratio (as defined in the Credit Agreement) as of the end of each quarter at not less than 3.5 to 1. The foregoing description of the Euro Credit Agreement is not complete and is qualified in its entirety by the terms and provisions of the Euro Credit Agreement, a copy of which is filed herewith as Exhibit 10(a) and is incorporated herein by reference. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant On May 9, 2023, the Company submitted irrevocable notices to borrow €1,300,000,000 under the Euro Credit Agreement. The Company expects to use amounts borrowed under the Euro Credit Agreement for general corporate purposes, which may include repayment of outstanding debt. 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, 2023 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) approving, on an advisory basis, a resolution relating to the compensation of the named executive officers as disclosed in the Company’s proxy statement; (iii) approving, on an advisory basis, the frequency of the advisory vote on the compensation of the named executive officers; (iv) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023; and (v) considering a non-binding stockholder proposal for an independent Board chairman. 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 242,187,842 5,457,778 279,291 23,211,747 Susan Crown 236,311,786 11,354,904 258,221 23,211,747 Darrell L. Ford 244,036,833 3,584,584 303,494 23,211,747 Kelly J. Grier 246,101,683 1,534,943 288,285 23,211,747 James W. Griffith 239,679,462 7,902,213 343,236 23,211,747 Jay L. Henderson 245,854,178 1,768,414 302,319 23,211,747 Richard H. Lenny 240,397,623 7,253,449 273,839 23,211,747 E. Scott Santi 235,043,594 12,003,329 877,988 23,211,747 David B. Smith, Jr. 241,278,719 6,381,809 264,383 23,211,747 Pamela B. Strobel 234,805,209 12,889,417 230,285 23,211,747 The non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the meeting was approved by the vote set forth below. Advisory vote to approve executive compensation FOR AGAINST ABSTAIN BROKER NON-VOTES 230,021,632 17,142,266 761,013 23,211,747 The vote on the frequency of the advisory vote on the compensation of the Company’s named executive officers resulted in approval of a one-year frequency by the vote set forth below. Consistent with a majority of votes cast with respect to this proposal and with the recommendation of its Board of Directors, the Company will hold a shareholder advisory vote on executive compensation annually until the next required vote on the frequency of shareholder votes on executive compensation. Advisory vote regarding frequency of vote on executive compensation ONE YEAR TWO YEARS THREE YEARS ABSTENTIONS 244,420,969 380,227 2,721,297 402,418 The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2023 was ratified by the vote set forth below. Ratification of independent registered public accounting firm FOR AGAINST ABSTAIN 261,717,599 9,073,700 345,359 The stockholder proposal for an independent Board chairman was defeated by the vote set forth below. Stockholder proposal for an Independent Board Chairman FOR AGAINST ABSTAIN BROKER NON-VOTES 47,691,940 198,980,381 1,252,590 23,211,747 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description 10(a) Euro Credit Agreement dated as of May 5, 2023 among Illinois Tool Works Inc., the l ender(s) party thereto and ING Bank, N.V., London Branch, as Agent 104 Cover Page Interactive Data file (embedded within the Inline XBRL document) 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 10, 2023 By: /s/ Jennifer K. Schott Jennifer K. Schott Senior Vice President, General Counsel and Secretary