ILLINOIS TOOL WORKS INC. 2024-2025 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”): 228,120,351 for, 9,337,425 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,467,902 for, 75,736 against, 18,337 abstained, 1,194 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 225,259,250 for, 12,102,261 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,447,427 for, 102,550 against, 11,998 abstained, 1,194 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 230,200,253 for, 6,971,325 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,433,564 for, 110,043 against, 18,367 abstained, 1,194 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 236,465,559 for, 999,118 against, per its Form 8-K filed May 7, 2025 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 174 asset managers below reported 65,518,640 for, 32,122 against, 11,987 abstained, 419 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 225,157,607 for, 12,154,450 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,426,804 for, 123,167 against, 12,004 abstained, 1,194 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 235,326,601 for, 2,129,449 against, per its Form 8-K filed May 7, 2025 (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: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 174 asset managers below reported 65,497,397 for, 53,366 against, 11,988 abstained, 419 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 236,073,833 for, 1,391,553 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,516,435 for, 34,328 against, 11,987 abstained, 419 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 226,576,834 for, 10,730,408 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,427,706 for, 122,264 against, 12,005 abstained, 1,194 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 233,575,050 for, 3,888,082 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,482,394 for, 68,369 against, 11,988 abstained, 419 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 227,877,416 for, 9,572,997 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,330,767 for, 219,269 against, 11,989 abstained, 1,144 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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.”): 227,884,410 for, 9,577,668 against, per its Form 8-K filed May 7, 2025 (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 174 asset managers below reported 65,474,229 for, 75,759 against, 11,988 abstained, 1,194 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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”): 219,623,886 for, 14,832,169 against, per its Form 8-K filed May 7, 2025 (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: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 174 asset managers below reported 62,458,723 for, 1,336,450 against, 1,766,802 abstained, 1,194 unknown.

Showing the 25 largest of 174 asset managers. See all 174 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.”): 224,310,353 for, 11,344,577 against — passed, per its Form 8-K filed May 7, 2025 (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: 95% 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” (2 managers, 4,929 for).

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 167 managers: 65,299,656 for, 101,219 against, 10,400 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1,059 managers: 123,898,002 for, 5,550,626 against, 4,022 abstained, 33,914 not voted, 12,357 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 2025; 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 2025 was ratified by the vote set forth below.”): 250,455,004 for, 11,555,787 against — passed, per its Form 8-K filed May 7, 2025 (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 2025 was ratified by the vote set forth below.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 181 asset managers below reported 65,331,244 for, 221,418 against, 10,209 abstained, 1,194 unknown.

Showing the 25 largest of 181 asset managers. See all 181 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.”): 77,832,522 for, 158,913,193 against — failed, per its Form 8-K filed May 7, 2025 (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: 33% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 181 asset managers below reported 10,582,810 for, 54,793,227 against, 10,289 abstained.

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.