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8-KThe WireRoutine

Shareholder Vote

Filed May 12, 2026 · 1mo ago · Accession 0000049826-26-000030

Plain English

Material event — a significant development the company must disclose promptly.

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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, 2026 _________________________ 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 0.625% Euro Notes due 2027 ITW27 New York Stock Exchange 3.250% Euro Notes due 2028 ITW28 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 3.375% Euro Notes due 2032 ITW32 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 5.07 Submission of Matters to a Vote of Security Holders On May 8, 2026, Illinois Tool Works Inc. (the "Company") held its 2026 Annual Meeting of Stockholders. The final votes cast with respect to each proposal properly presented at the meeting are as follows: Proposal 1. Election of Directors. Stockholders elected each of the 13 nominees to serve as director of the Company for a one-year term expiring at the Company's 2027 Annual Meeting of Stockholders as follows: Election of Directors FOR AGAINST ABSTAIN BROKER NON-VOTES Daniel J. Brutto 228,549,879 6,060,762 267,851 23,668,051 Susan Crown 226,251,184 8,405,614 221,694 23,668,051 Darrell L. Ford 231,872,713 2,440,002 565,777 23,668,051 Kelly J. Grier 233,115,488 1,504,841 258,163 23,668,051 James W. Griffith 226,042,434 8,379,661 456,397 23,668,051 Jay L. Henderson 231,085,476 3,544,811 248,205 23,668,051 Jaime Irick 233,652,826 928,270 297,396 23,668,051 Richard H. Lenny 228,696,215 5,781,286 400,991 23,668,051 Christopher A. O’Herlihy 232,971,933 1,673,089 233,470 23,668,051 E. Scott Santi 227,432,569 7,229,560 216,363 23,668,051 Jennifer F. Scanlon 234,039,003 577,655 261,834 23,668,051 David B. Smith, Jr. 227,267,447 7,361,531 249,514 23,668,051 Pamela B. Strobel 222,276,560 12,316,199 285,733 23,668,051 Proposal 2. Advisory Vote to Approve Executive Compensation. Stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 223,001,149 10,219,974 1,657,369 23,668,051 Proposal 3. Ratification of the Appointment of Independent Registered Public Accounting Firm. Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026 as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 245,595,971 11,944,300 1,006,272 N/A Proposal 4. Non-Binding Stockholder Proposal for Directors Who Fail to Obtain a Majority Vote. Stockholders did not approve the non-binding stockholder proposal for directors who fail to obtain a majority vote as follows: FOR AGAINST ABSTAIN BROKER NON-VOTES 26,694,895 206,272,860 1,910,737 23,668,051 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, hereunto duly authorized. ILLINOIS TOOL WORKS INC. Dated: May 12, 2026 By: /s/ Randall J. Scheuneman Name: Randall J. Scheuneman Title: Vice President & Chief Accounting Officer
Filing details
Ticker
ITW
CIK
49826
Form type
8-K
Filing date
May 12, 2026
Report date
May 8, 2026
Document
itw-20260508.htm
Size
254 KB