Executive Change · Bylaw Amendment

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, 2024 _________________________ 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 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 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 3, 2024, the stockholders of Illinois Tool Works Inc. (“ITW” or the “Company”) approved the adoption of the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan (the “2024 Plan”) as successor to the Illinois Tool Works Inc. 2015 Long-Term Incentive Plan at the Company’s 2024 Annual Meeting of Stockholders. A description of the material terms and conditions of the 2024 Plan (the “Plan Description”) is set forth on pages 60 through 66 of the Company’s proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 22, 2024 and is incorporated herein by reference. The full text of the 2024 Plan is attached to the proxy statement as Appendix A and a copy of the 2024 Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein. The Plan Description is only a summary and is qualified in its entirety by reference to the 2024 Plan filed as Exhibit 10.1 hereto. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) At its May 3, 2024 meeting, the Company’s Board of Directors (the “Board”) approved the amendment and restatement of the Company’s By-Laws to, among other things, update the procedures and information requirements for director nominations and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) to address the universal proxy card rules adopted by the Securities and Exchange Commission and reserve the white proxy card for the Board’s exclusive use. The By-Laws, as amended and restated, became effective immediately upon approval by the Board. The above description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the By‑Laws, as amended and restated, filed as Exhibit 3(b) to this Current Report on Form 8-K and incorporated by reference herein. 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, 2024 for the purposes of (i) electing the twelve 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 the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan; (iv) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024; and (v) considering a non-binding stockholder proposal to require stockholder ratification of executive termination pay. All twelve nominees for director named in the Company’s proxy statement for the meeting were elected by the votes set forth below. Election of Directors FOR AGAINST ABSTAIN BROKER NON-VOTES Daniel J. Brutto 236,894,747 6,699,323 236,728 23,871,253 Susan Crown 231,923,450 11,675,299 232,049 23,871,253 Darrell L. Ford 234,108,225 9,266,725 455,848 23,871,253 Kelly J. Grier 242,826,001 758,882 245,915 23,871,253 James W. Griffith 232,103,049 11,311,127 416,622 23,871,253 Jay L. Henderson 238,141,820 5,400,401 288,577 23,871,253 Jaime Irick 242,143,084 1,402,049 285,665 23,871,253 Richard H. Lenny 230,517,669 12,887,673 425,456 23,871,253 Christoper A. O’Herlihy 239,577,268 4,016,188 237,342 23,871,253 E. Scott Santi 235,992,877 7,618,709 219,212 23,871,253 David B. Smith, Jr. 236,339,584 7,247,827 243,387 23,871,253 Pamela B. Strobel 220,673,088 22,905,738 251,972 23,871,253 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 227,242,321 14,783,908 1,804,569 23,871,253 The vote to approve the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan was approved by the vote set forth below. Vote to approve the Illinois Tool Works Inc. Long-Term Incentive Plan FOR AGAINST ABSTAIN BROKER NON-VOTES 230,589,658 10,027,188 3,213,952 23,871,253 The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2024 was ratified by the vote set forth below. Ratification of independent registered public accounting firm FOR AGAINST ABSTAIN 258,377,239 9,061,739 263,073 The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below. Stockholder proposal for stockholder ratification of executive termination pay FOR AGAINST ABSTAIN BROKER NON-VOTES 83,552,384 158,296,763 1,981,651 23,871,253 Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description 3(b) By-Laws of Illinois Tool Works Inc., as amended and restated as of May 3, 2024 10.1 Illinois Tool Works Inc. 2024 Long-Term Incentive Plan 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 9, 2024 By: /s/ Jennifer K. Schott Jennifer K. Schott Senior Vice President, General Counsel and Secretary