ILLINOIS TOOL WORKS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: Daniel J. Brutto

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Daniel J. Brutto”): 236,894,747 for, 6,699,323 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 71,047,545 for, 73,590 against, 19,139 abstained, 841 not voted, 814 unknown.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Susan Crown

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Susan Crown”): 231,923,450 for, 11,675,299 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 70,783,874 for, 338,076 against, 19,138 abstained, 841 not voted.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Darrell L. Ford

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Darrell L. Ford”): 234,108,225 for, 9,266,725 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 70,969,222 for, 146,836 against, 25,031 abstained, 841 not voted.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Kelly J. Grier

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Kelly J. Grier”): 242,826,001 for, 758,882 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 71,096,593 for, 25,355 against, 19,140 abstained, 841 not voted.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: James W. Griffith

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: James W. Griffith”): 232,103,049 for, 11,311,127 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 70,923,547 for, 197,572 against, 19,155 abstained, 841 not voted, 814 unknown.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Jay L. Henderson

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Jay L. Henderson”): 238,141,820 for, 5,400,401 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 68,769,529 for, 2,352,416 against, 19,143 abstained, 841 not voted.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Jaime Irick

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Jaime Irick”): 242,143,084 for, 1,402,049 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 71,097,135 for, 24,810 against, 19,144 abstained, 841 not voted.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Richard H. Lenny

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Richard H. Lenny”): 230,517,669 for, 12,887,673 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 70,966,735 for, 154,384 against, 19,156 abstained, 841 not voted, 814 unknown.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Christopher A. O'Herlihy

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Christoper A. O'Herlihy”): 239,577,268 for, 4,016,188 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 71,067,390 for, 54,559 against, 19,139 abstained, 841 not voted.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: E. Scott Santi

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: E. Scott Santi”): 235,992,877 for, 7,618,709 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 70,932,422 for, 188,788 against, 19,138 abstained, 841 not voted, 740 unknown.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: David B. Smith, Jr.

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: David B. Smith, Jr.”): 236,339,584 for, 7,247,827 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 71,060,795 for, 60,339 against, 19,140 abstained, 841 not voted, 814 unknown.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Election of Directors: Pamela B. Strobel

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Pamela B. Strobel”): 220,673,088 for, 22,905,738 against, per its Form 8-K filed May 9, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.”
Support: 91% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 166 asset managers below reported 68,167,584 for, 2,954,364 against, 19,141 abstained, 841 not voted.

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

Description as filed by funds: Approval of the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan;

ILLINOIS TOOL WORKS INC.’s own tally for this item (“The vote to approve the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan was approved by the vote set forth below.”): 230,589,658 for, 10,027,188 against — passed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The vote to approve the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan was approved by the vote set forth below.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 178 asset managers below reported 70,879,052 for, 227,222 against, 11,449 abstained, 841 not voted, 59,919 unknown.

Showing the 25 largest of 178 asset managers. See all 178 in the interactive database.

Description as filed by funds: Advisory vote to approve compensation of ITW's named executive officers

ILLINOIS TOOL WORKS INC.’s own tally for this item (“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.”): 227,242,321 for, 14,783,908 against — passed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of ILLINOIS TOOL WORKS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Compensation” (3 managers, 6,373 for, 4,590 against).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 156 managers: 70,905,886 for, 206,426 against, 17,502 abstained, 841 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 976 managers: 145,157,618 for, 7,614,432 against, 276 withheld, 1,159,081 abstained, 17,849 not voted, 61,469 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the appointment of Deloitte & Touche LLP as ITW's independent registered public accounting firm for 2024; and

ILLINOIS TOOL WORKS INC.’s own tally for this item (“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.”): 258,377,239 for, 9,061,739 against — passed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 168 asset managers below reported 71,031,531 for, 91,568 against, 17,362 abstained, 841 not voted, 814 unknown.

Showing the 25 largest of 168 asset managers. See all 168 in the interactive database.

Description as filed by funds: A non-binding stockholder proposal, if properly presented at the meeting, for stockholder ratification of termination pay.

ILLINOIS TOOL WORKS INC.’s own tally for this item (“The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below.”): 83,552,384 for, 158,296,763 against — failed, per its Form 8-K filed May 9, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below.”
Support: 35% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 163 asset managers below reported 18,385,937 for, 44,920,850 against, 16,287 abstained, 841 not voted.

Showing the 25 largest of 163 asset managers. See all 163 in the interactive database.