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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): February 19, 2020

 

W.W. GRAINGER, INC.

(Exact name of Registrant as Specified in Charter)

 

Illinois   1-5684   36-1150280
(State or other Jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer Identification No.)

 

100 Grainger Parkway, Lake Forest, Illinois   60045-5201
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (847) 535-1000

 

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 Name of Each Exchange on Which Registered
Common Stock GWW 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. o

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On February 19, 2020, James D. Slavik, a member of the Board of Directors (the “Board”) of W.W. Grainger, Inc. (the “Company”), notified the Board that he would not stand for re-election as a member of the Board for the 2020-2021 period. Mr. Slavik’s term as a director will end at the conclusion of the annual meeting of shareholders of the Company on April 29, 2020. Mr. Slavik's decision was not the result of any disagreement with the Company.

 

A copy of the Company’s press release announcing the matters described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

 

 

 

 

Item 9.01.                          Financial Statements and Exhibits.

 

(d)                      Exhibits

 

Exhibit No.   Description
     
99.1   Press Release dated February 19, 2020.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: February 19, 2020

 

 

  W.W. GRAINGER, INC.
   
   
  By: /s/ Hugo Dubovoy, Jr.
    Name: Hugo Dubovoy, Jr.
    Title: Vice President, Corporate Secretary

 

 

 

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