Form 8-K - Current report

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): September 6, 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

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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 6, 2023, E. Scott Santi informed the Board of Directors of Illinois Tool Works Inc. (the “Company”) that he will step down as Chief Executive Officer, effective January 1, 2024. Mr. Santi will remain employed by the Company in his role as Chairman through March 1, 2024, after which he will retire and no longer be an employee. The Board of Directors appointed Mr. Santi as Non-Executive Chairman of the Board, effective March 1, 2024. As Non-Executive Chairman of the Board, Mr. Santi will participate in the standard non-employee director compensation arrangements described in the Company’s 2023 proxy statement; the Board of Directors also approved an additional annual grant of shares of common stock equivalent in value to $250,000, to be made on the same date as annual stock grants are made to the Board, for his service as Non-Executive Chairman.

On September 6, 2023, the Company’s Board of Directors elected Christopher A. O’Herlihy, age 59, as President and Chief Executive Officer and as a member of the Company’s Board of Directors, effective January 1, 2024. Mr. O’Herlihy will serve on the Board’s Executive Committee and will not be compensated for serving on the Board. Mr. O’Herlihy joined the Company in 1989 and has served as the Company’s Vice Chairman since 2015. He served as Executive Vice President of the Food Equipment segment from 2010 to 2015 and, prior to becoming an executive officer, as Group President for both the Polymers & Fluids and Food Equipment segments. Mr. O’Herlihy serves as a director for Masco Corporation, a global manufacturing company. Mr. O’Herlihy will receive an annual base salary of $1,300,000, effective as of January 1, 2024, and will be eligible for an annual incentive award target of 150% of year-end base salary.

There are no arrangements or understandings between Mr. O’Herlihy and any other person pursuant to which he was selected as an officer of director. There are no family relationships between Mr. O’Herlihy and any director or executive officer of the Company, and he has not been party to any reportable transactions with the Company pursuant to Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure

On September 7, 2023, the Company issued a press release announcing the changes described in Item 5.02. A copy of the press release is furnished herewith as Exhibit 99.1. This information, including Exhibit 99.1, will not be deemed “filed” for any purpose, including for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and it will not be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits


Exhibit Number						Exhibit Description
99.1						Press Release dated September 7, 2023
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: September 7, 2023						By: /s/ Jennifer K. Schott
						Jennifer K. Schott
						Senior Vice President, General Counsel and Secretary

Exhibit 99.1

ITW Announces CEO Succession Plan

Vice Chairman Christopher A. O’Herlihy Named President and Chief Executive Officer

E. Scott Santi Will Become Non-Executive Chairman of the Board

Succession Plan Supports Continued Advancement of ITW’s Enterprise Strategy and

Differentiated Long-Term Performance

GLENVIEW, IL., September 7, 2023 - Illinois Tool Works Inc. (NYSE: ITW), a global multi-industry manufacturing leader, today announced a succession plan that capitalizes on the strength and depth of the ITW leadership team. Christopher A. O’Herlihy, currently Vice Chairman of ITW, will become President and Chief Executive Officer (CEO) and a member of the ITW Board of Directors, effective January 1, 2024. E. Scott Santi, ITW’s CEO since 2012, will step down as CEO and will remain Chairman of the ITW Board until March 1, 2024, at which time he will become Non-Executive Chairman of the ITW Board.

“ITW is transitioning to the next phase of our Enterprise Strategy to ensure that we continue to leverage the performance power of our highly differentiated ITW Business Model to deliver high-quality growth with best-in-class margins and returns, as reflected in the company’s recently announced 2030 performance goals,” said Mr. Santi. “ITW’s independent directors and I determined that this is the right time to transition to a leader who can see the company through this next phase, and that Chris O’Herlihy is the absolute right person to lead ITW forward as our next CEO. Chris is an exceptional leader with deep knowledge of our business model, our Enterprise Strategy, and our culture. He has been an invaluable partner and collaborator over the past eleven years. I know that Chris and his very skilled and talented leadership team will continue to deliver on ITW’s well-established track record of “do what we say” execution throughout this next phase.”

“The opportunity to lead this great company has been a distinct honor and an incredible privilege,” Mr. Santi continued. “I am deeply grateful to all my ITW colleagues past and present for their support and for their unwavering dedication to serving our customers and executing our Enterprise Strategy with excellence. I look forward to continuing to support Chris, our leadership team, and the company in my role as Non-Executive Chairman of the Board.”

Richard H. Lenny, who will remain Lead Independent Director of the Board, said, “Chris is a highly respected leader who has played an integral role in executing our highly successful Enterprise Strategy. He has demonstrated a deep understanding of the dynamics of ITW’s unique business model and what it takes to leverage it to win in the marketplace. Chris is uniquely qualified to lead the company through the next phase of ITW’s Enterprise Strategy and sustain the foundational strengths we have built over the past decade. The changes announced today are the culmination of a rigorous and thorough multi-year succession planning process. The Board fully expects that the transition will be seamless. With a world-class leadership team supporting Chris, we’re confident that the company will continue to deliver highly differentiated performance throughout our next phase.”

Mr. Lenny continued, “On behalf of his fellow directors, I want to thank Scott for his eleven years of exceptional leadership as CEO. During Scott’s tenure, he delivered superior shareholder value far outpacing ITW’s peer group. Together with Chris and our leadership team, he instilled greater focus, efficiency, and discipline into ITW’s growth strategy and operations, and built a company that can withstand and thrive in the most challenging of operating environments. As a result, ITW today is widely recognized as one of the world’s highest quality, best performing, and most respected industrial companies. We are delighted that the company and the board will continue to have the benefit of Scott’s guidance and counsel as our Non-Executive Chairman.”

Mr. O’Herlihy stated, “I want to thank Scott and the board for their trust and confidence in electing me as ITW’s next CEO. I am incredibly humbled by the opportunity to lead this great company, our exceptionally talented leadership team, and our 46,000 dedicated ITW colleagues around the world. Our core competitive advantage as a company remains the unique and highly differentiated ITW Business Model. We have accomplished a great deal together over the last eleven years in executing our Enterprise Strategy to leverage the powerful set of strategic, operational, and cultural practices that comprise the ITW Business Model to their full potential. As a result, our company has never performed better or been better positioned for the future. The central focus of the next phase of our Enterprise Strategy is to elevate high-quality organic growth and Customer-

Back Innovation as key ITW differentiators on par with our best-in-class operational capabilities and financial performance. Our leadership team and I are deeply committed to doing just that in delivering on ITW’s 2030 enterprise performance goals.”

Mr. O’Herlihy, 59, has been with ITW for over 34 years and will become the eighth CEO in ITW’s 112-year history. He was named Executive Vice President of the company’s Food Equipment Group in 2010 and elected Vice Chairman in 2015. He serves on the Board of Directors of Masco Corporation. Mr. O’Herlihy has a bachelor’s degree in science from the University College Cork, Ireland, and a master’s degree in science from the University of Massachusetts.

Mr. Santi’s retirement from active service in early 2024 will mark the culmination of a 41-year career with the company, having first joined ITW as a summer intern in 1982. He was elected CEO in 2012 and Chairman in 2015. During Mr. Santi’s tenure as ITW’s CEO to date, the company’s market capitalization has increased from $23 billion to $74 billion, and the company paid out $12 billion in dividends resulting in total shareholder value creation of $63 billion. During that time period, total shareholder returns were 431% vs. 336% for ITW’s proxy peer group and 282% for the S&P 500.

About Illinois Tool Works

ITW (NYSE: ITW) is a Fortune 200 global multi-industry manufacturing leader with revenue of $15.9 billion in 2022. The company’s seven industry-leading segments leverage the unique ITW Business Model to drive solid growth with best-in-class margins and returns in markets where highly innovative, customer-focused solutions are required. ITW’s approximately 46,000 dedicated colleagues around the world thrive in the company’s decentralized and entrepreneurial culture. www.itw.com

Document and Entity Information Document	Sep. 06, 2023
Entity Information [Line Items]
Document Type	8-K
Document Period End Date	Sep. 06, 2023
Entity Registrant Name	ILLINOIS TOOL WORKS INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-4797
Entity Tax Identification Number	36-1258310
Entity Address, Address Line One	155 Harlem Avenue
Entity Address, City or Town	Glenview
Entity Address, State or Province	IL
Entity Address, Postal Zip Code	60025
City Area Code	847
Local Phone Number	724-7500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000049826
Amendment Flag	false
NEW YORK STOCK EXCHANGE, INC. \| Common Stock
Entity Information [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	ITW
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 0.250% Euro Notes due 2024
Entity Information [Line Items]
Title of 12(b) Security	0.250% Euro Notes due 2024
Trading Symbol	ITW24A
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 0.625% Euro Notes due 2027
Entity Information [Line Items]
Title of 12(b) Security	0.625% Euro Notes due 2027
Trading Symbol	ITW27
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 2.125% Euro Notes due 2030
Entity Information [Line Items]
Title of 12(b) Security	2.125% Euro Notes due 2030
Trading Symbol	ITW30
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 1.00% Euro Notes due 2031
Entity Information [Line Items]
Title of 12(b) Security	1.00% Euro Notes due 2031
Trading Symbol	ITW31
Security Exchange Name	NYSE
NEW YORK STOCK EXCHANGE, INC. \| 3.00% Euro Notes due 2034
Entity Information [Line Items]
Title of 12(b) Security	3.00% Euro Notes due 2034
Trading Symbol	ITW34
Security Exchange Name	NYSE