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W.W. GRAINGER INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and W.W. GRAINGER INC.’s Form 8-K, filed April 24, 2024 (Item 5.07 on EDGAR). Page generated October 18, 2026.

  • 15Reported items
  • 808Asset managers
  • 12,214Fund votes
  • April 24, 2024Meeting date

Results at a glance

Meeting of April 24, 2024: 13 items on W.W. GRAINGER INC.’s Form 8-K, filed April 24, 2024: 13 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore W.W. GRAINGER INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by W.W. GRAINGER INC.

These tallies are W.W. GRAINGER INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 24, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

W.W. GRAINGER INC. — official shareholder meeting results, meeting held April 24, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: R. C. Adkins 40,578,5442,003,59155,443 --2,805,477 95%Not verified—
Elect Director: G. S. Davis 42,333,150249,79454,634 --2,805,477 99.4%Not verified—
Elect Director: K. D. Jaspon 41,760,892824,68951,997 --2,805,477 98%Not verified—
Elect Director: C. J. Klein 42,333,871250,38053,327 --2,805,477 99.4%Not verified—
Elect Director: S. L. Levenick 39,901,6022,638,39497,582 --2,805,477 94%Not verified—
Elect Director: D.G. Macpherson 40,011,4132,458,708167,457 --2,805,477 94%Not verified—
Elect Director: C. J. Miller 42,239,911343,91253,755 --2,805,477 99.1%Not verified—
Elect Director: N. S. Novich 40,520,4642,062,86454,250 --2,805,477 95%Not verified—
Elect Director: B. R. Perez 39,924,7772,661,51151,290 --2,805,477 94%Not verified—
Elect Director: E. S. Santi 40,992,6551,592,25252,671 --2,805,477 96%Not verified—
Elect Director: S. Slavik Williams 41,798,083793,15746,338 --2,805,477 98%Not verified—
Elect Director: L. E. Watson 41,736,070843,92157,587 --2,805,477 98%Not verified—
Elect Director: S. A. White 41,578,888995,43163,259 --2,805,477 98%Not verified—

This meeting is also recorded here as April 25, 2024; both records come from the same filing, so the date should be checked against it.

Source: W.W. GRAINGER INC., Form 8-K, filed with the SEC on April 24, 2024 — read the filing on EDGAR.

How asset managers voted at the W.W. GRAINGER INC. 2023-2024 meeting

Each item below shows how the 808 asset managers that disclosed a W.W. GRAINGER INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of W.W. GRAINGER INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: R. C. Adkins

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 40,578,544AGAINST: 2,003,591
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Rodney C. Adkins

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: R. C. Adkins”): 40,578,544 for, 2,003,591 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 13,752,841 for, 349,228 against, 13,979 abstained.

FOR
FOR: 13,752,841AGAINST: 349,228ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: Rodney C. Adkins” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,75683 00For
Legg Mason366,5430 00For
Invesco0309,162 00Against
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable76,2011,194 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

2. Elect Director: G. S. Davis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 42,333,150AGAINST: 249,794
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: George S. Davis

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: G. S. Davis”): 42,333,150 for, 249,794 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,098,670 for, 3,399 against, 13,979 abstained.

FOR
FOR: 14,098,670AGAINST: 3,399ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: George S. Davis” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,5900 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,8390 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

3. Elect Director: K. D. Jaspon

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,760,892AGAINST: 824,689
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Katherine D. Jaspon

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: K. D. Jaspon”): 41,760,892 for, 824,689 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,091,585 for, 10,484 against, 13,979 abstained.

FOR
FOR: 14,091,585AGAINST: 10,484ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: Katherine D. Jaspon” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,75683 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

4. Elect Director: C. J. Klein

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 42,333,871AGAINST: 250,380
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Christopher J. Klein

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: C. J. Klein”): 42,333,871 for, 250,380 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,098,670 for, 3,399 against, 13,979 abstained.

FOR
FOR: 14,098,670AGAINST: 3,399ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: Christopher J. Klein” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,5900 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,8390 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

5. Elect Director: S. L. Levenick

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 39,901,602AGAINST: 2,638,394
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Stuart L. Levenick

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: S. L. Levenick”): 39,901,602 for, 2,638,394 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,054,575 for, 47,494 against, 13,979 abstained.

FOR
FOR: 14,054,575AGAINST: 47,494ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: Stuart L. Levenick” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,731108 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable76,495900 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

6. Elect Director: D.G. Macpherson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 40,011,413AGAINST: 2,458,708
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: D.G. Macpherson

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: D.G. Macpherson”): 40,011,413 for, 2,458,708 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,083,495 for, 18,574 against, 13,979 abstained.

FOR
FOR: 14,083,495AGAINST: 18,574ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: D.G. Macpherson” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,394196 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,79346 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable76,495900 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

7. Elect Director: C. J. Miller

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%
FOR: 42,239,911AGAINST: 343,912
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Cindy J. Miller

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: C. J. Miller”): 42,239,911 for, 343,912 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,051,653 for, 49,715 against, 14,680 abstained.

FOR
FOR: 14,051,653AGAINST: 49,715ABSTAIN: 14,680
Largest asset managers voting on “Election of Directors: Cindy J. Miller” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,5900 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,8390 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable53,89123,504 00Mixed
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

8. Elect Director: N. S. Novich

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 40,520,464AGAINST: 2,062,864
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Neil S. Novich

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: N. S. Novich”): 40,520,464 for, 2,062,864 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,079,939 for, 22,130 against, 13,979 abstained.

FOR
FOR: 14,079,939AGAINST: 22,130ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: Neil S. Novich” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,731108 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

9. Elect Director: E. S. Santi

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 40,992,655AGAINST: 1,592,252
Details: description as filed, official tally, votes by 162 asset managers

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

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: E. S. Santi”): 40,992,655 for, 1,592,252 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,079,939 for, 22,130 against, 13,979 abstained.

FOR
FOR: 14,079,939AGAINST: 22,130ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: E. Scott Santi” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,731108 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

10. Elect Director: S. Slavik Williams

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,798,083AGAINST: 793,157
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Susan Slavik Williams

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: S. Slavik Williams”): 41,798,083 for, 793,157 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,091,067 for, 11,002 against, 13,979 abstained.

FOR
FOR: 14,091,067AGAINST: 11,002ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: Susan Slavik Williams” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,75683 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

11. Elect Director: L. E. Watson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,736,070AGAINST: 843,921
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Lucas E. Watson

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: L. E. Watson”): 41,736,070 for, 843,921 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,091,768 for, 10,301 against, 13,979 abstained.

FOR
FOR: 14,091,768AGAINST: 10,301ABSTAIN: 13,979
Largest asset managers voting on “Election of Directors: Lucas E. Watson” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,75683 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

12. Elect Director: S. A. White

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 41,578,888AGAINST: 995,431
Details: description as filed, official tally, votes by 162 asset managers

Description as filed by funds: Election of Directors: Steven A. White

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: S. A. White”): 41,578,888 for, 995,431 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 162 asset managers below reported 14,089,184 for, 12,184 against, 14,680 abstained.

FOR
FOR: 14,089,184AGAINST: 12,184ABSTAIN: 14,680
Largest asset managers voting on “Election of Directors: Steven A. White” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,047543 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,75683 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable76,495900 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

13. Elect Director: B. R. Perez

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 39,924,777AGAINST: 2,661,511
Details: description as filed, official tally, votes by 161 asset managers

Description as filed by funds: Election of Directors: Beatriz R. Perez

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: B. R. Perez”): 39,924,777 for, 2,661,511 against, per its Form 8-K filed April 24, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 161 asset managers below reported 13,662,530 for, 438,788 against, 14,680 abstained.

FOR
FOR: 13,662,530AGAINST: 438,788ABSTAIN: 14,680
Largest asset managers voting on “Election of Directors: Beatriz R. Perez” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,114,11634,737 00For
Fidelity2,209,8960 00For
BlackRock1,550,666924 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,75683 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab0267,756 00Against
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable76,495900 00For
First Trust75,2330 00For
SEI073,486 00Against
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 161 asset managers. See all 161 in the interactive database.

14. Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.'s Named…

No official matchFund totals may overlapSECTION 14A SAY-ON-PAY VOTES

Combines 20 wordings of this item as funds reported it.

94% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: description as filed, votes by 797 asset managers

Description as filed by funds: Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.'s Named Executive Officers.

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). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports: 152 asset managers voting on “Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.'s Named” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,5900 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,8390 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National119,35612,514 00Mixed
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable76,495900 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Fund voting reports, all 152 managers: 13,995,960 for, 63,031 against, 23,043 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 680 asset managers voting on “Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.'s Named” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Fidelity1,756,2400 00For
BlackRock1,507,864203 00For
State Street1,158,7380 00For
GEODE CAPITAL MANAGEMENT, LLC1,094,7410 00For
Clearbridge Investments, LLC1,067,1340 00For
Northern Trust659,0562,228 00For
FRANKLIN ADVISERS INC653,0690 00For
Nuveen524,2630 00For
Amundi0343,673 00Against
Invesco334,6980 00For
Legal & General Investment Management Ltd0281,949 00Against
Charles Schwab275,4810 00For
STIFEL NICOLAUS & CO INC \MO\258,9470 00For
BANK OF AMERICA NA254,0950 00For
UBS239,8740 00For
Goldman Sachs213,9880 00For
Vanguard187,0670 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC184,0360 00For
EAGLE ASSET MANAGEMENT INC174,8050 00For
Neuberger Berman170,2370 00For
Aberdeen158,5300 00For
MACKENZIE FINANCIAL CORP157,4930 00For
Robeco Institutional Asset Management B.V.0153,445 00Against
HSBC0143,998 00Against
Swedbank Robur Fonder AB0138,250 00Against

Institutional-manager reports, all 680 managers: 15,117,175 for, 1,800,725 against, 120 abstained, 8,359 not voted, 110 unknown. Showing the 25 largest; see all in the interactive database.

15. Proposal to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 31, 2024.

No official matchAUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATED

Combines 4 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: votes by 158 asset managers

The 158 asset managers below reported 14,061,850 for, 13,526 against, 11,041 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 14,061,850AGAINST: 13,526ABSTAIN: 11,041
Largest asset managers voting on “Proposal to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 31” at W.W. GRAINGER INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard5,148,8530 00For
Fidelity2,209,8960 00For
BlackRock1,551,5900 00For
JPMorgan616,2680 00For
FRANKLIN MANAGED TRUST567,2660 00For
TIAA486,2210 00For
State Street412,81326 00For
Legg Mason366,5430 00For
Invesco309,1620 00For
Dimensional273,7100 00For
Charles Schwab267,7560 00For
ProShares201,1310 00For
CARILLON SERIES TRUST144,6970 00For
Jackson National131,8700 00For
Neuberger Berman106,1450 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
Equitable77,3950 00For
First Trust75,2330 00For
SEI73,4860 00For
Prudential/PGIM68,6690 00For
MASTER INVESTMENT PORTFOLIO66,0020 00For
Victory Capital47,5130 00For
American Century45,3830 00For
Franklin Templeton44,3730 00For
John Hancock42,2770 00For

Showing the 25 largest of 158 asset managers. See all 158 in the interactive database.

Largest W.W. GRAINGER INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 49,068,805 shares outstanding at the time of that meeting.

Fund voting reports: top W.W. GRAINGER INC. shareholders by shares voted on “Election of Directors: Rodney C. Adkins”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 10.49%
2Fidelity 4.50%
3BlackRock 3.16%
4JPMorgan 1.26%
5FRANKLIN MANAGED TRUST 1.16%
6TIAA 0.99%
7State Street 0.84%
8Legg Mason 0.75%
9Invesco 0.63%
10Dimensional 0.56%
Institutional-manager reports: top W.W. GRAINGER INC. shareholders by shares voted on “Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W…”, 2023-2024
#Asset manager % of shares outstanding
1Fidelity 3.58%
2BlackRock 3.07%
3State Street 2.36%
4GEODE CAPITAL MANAGEMENT, LLC 2.23%
5Clearbridge Investments, LLC 2.17%
6Northern Trust 1.35%
7FRANKLIN ADVISERS INC 1.33%
8Nuveen 1.07%
9Amundi 0.70%
10Invesco 0.68%

Reported W.W. GRAINGER INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

W.W. GRAINGER INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Vanguard Group 11.68% 13F
Susan Slavik Williams 9.03% DEF14A
BlackRock 8.37% 13F
State Street 3.98% 13F
Geode Capital 2.28% 13F
Franklin Templeton 1.40% 13F
Northern Trust 1.33% 13F
FMR (Fidelity) 1.22% 13F
Morgan Stanley 1.18% 13F
Norges Bank 0.94% 13F

Percentages above are of 49,068,805 shares outstanding, as reported by W.W. GRAINGER INC. on its Form 10-Q dated April 18, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from W.W. GRAINGER INC.’s 10-Q dated April 18, 2024. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At W.W. GRAINGER INC.'s shareholder meeting held April 24, 2024, in the 2023-2024 proxy season, 808 asset managers reported how they voted in their SEC Form N-PX filings, covering 12,214 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. W.W. GRAINGER INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W… — the reporting funds and managers cast 94% of the shares they voted in favour (FOR divided by FOR plus AGAINST plus WITHHELD; abstained and unvoted shares are excluded because neither took a side). Fund and manager reports are combined in it and may count the same shares twice: it adds fund reports to institutional-manager reports, which can cover the same shares. It is not the company's certified result.

W.W. GRAINGER INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.