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W.W. GRAINGER INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and W.W. GRAINGER INC.’s Form 8-K, filed May 5, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

  • 16Reported items
  • 903Asset managers
  • 12,122Fund votes
  • April 30, 2025Meeting date

Results at a glance

Meeting of April 30, 2025: 12 items on W.W. GRAINGER INC.’s Form 8-K, filed May 5, 2025: 12 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 2024-2025 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 May 5, 2025 (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 30, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Rodney C. Adkins 38,904,7571,570,45258,914 --4,023,651 96%Not verified—
Elect Director: George S. Davis 39,896,012600,93837,173 --4,023,651 99%Not verified—
Elect Director: Katherine D. Jaspon 40,178,641298,42057,062 --4,023,651 99.2%Not verified—
Elect Director: Christopher J. Klein 40,177,492319,24337,388 --4,023,651 99.2%Not verified—
Elect Director: D.G. Macpherson 37,456,4852,936,317141,321 --4,023,651 93%Not verified—
Elect Director: Cindy J. Miller 40,152,600324,40157,122 --4,023,651 99.1%Not verified—
Elect Director: Neil S. Novich 37,661,3222,650,022222,779 --4,023,651 93%Not verified—
Elect Director: Beatriz R. Perez 37,827,4512,653,47853,194 --4,023,651 93%Not verified—
Elect Director: E. Scott Santi 38,575,0791,922,86036,184 --4,023,651 95%Not verified—
Elect Director: Susan Slavik Williams 40,138,419349,17446,530 --4,023,651 99.1%Not verified—
Elect Director: Lucas E. Watson 40,155,520342,60136,002 --4,023,651 99.1%Not verified—
Elect Director: Steven A. White 40,088,155390,60455,364 --4,023,651 99.0%Not verified—

This meeting is also recorded here as April 28, 2025; 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 May 5, 2025 — read the filing on EDGAR.

How asset managers voted at the W.W. GRAINGER INC. 2024-2025 meeting

Each item below shows how the 903 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: Rodney C. Adkins

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: 38,904,757AGAINST: 1,570,452
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Rodney C. Adkins

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Rodney C. Adkins”): 38,904,757 for, 1,570,452 against, per its Form 8-K filed May 5, 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: 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 158 asset managers below reported 13,843,298 for, 17,389 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,843,298AGAINST: 17,389ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Rodney C. Adkins” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable61,909900 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

2. Elect Director: George S. Davis

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 7 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 39,896,012AGAINST: 600,938
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: George S. Davis

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: George S. Davis”): 39,896,012 for, 600,938 against, per its Form 8-K filed May 5, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 13,848,994 for, 11,693 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,848,994AGAINST: 11,693ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: George S. Davis” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,182,533688 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI46,355742 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

3. Elect Director: Katherine D. Jaspon

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 40,178,641AGAINST: 298,420
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Katherine D. Jaspon

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Katherine D. Jaspon”): 40,178,641 for, 298,420 against, per its Form 8-K filed May 5, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 13,852,193 for, 8,494 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,852,193AGAINST: 8,494ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Katherine D. Jaspon” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

4. Elect Director: Christopher J. Klein

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 40,177,492AGAINST: 319,243
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Christopher J. Klein

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Christopher J. Klein”): 40,177,492 for, 319,243 against, per its Form 8-K filed May 5, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 13,851,415 for, 9,272 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,851,415AGAINST: 9,272ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Christopher J. Klein” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

5. Elect Director: D.G. Macpherson

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 37,456,485AGAINST: 2,936,317
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: D.G. Macpherson

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: D.G. Macpherson”): 37,456,485 for, 2,936,317 against, per its Form 8-K filed May 5, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 13,844,502 for, 16,185 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,844,502AGAINST: 16,185ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: D.G. Macpherson” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6544 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable61,909900 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

6. Elect Director: Cindy 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: 40,152,600AGAINST: 324,401
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Cindy J. Miller

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Cindy J. Miller”): 40,152,600 for, 324,401 against, per its Form 8-K filed May 5, 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: 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 158 asset managers below reported 13,851,204 for, 9,483 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,851,204AGAINST: 9,483ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Cindy J. Miller” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

7. Elect Director: Neil S. Novich

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 37,661,322AGAINST: 2,650,022
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Neil S. Novich

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Neil S. Novich”): 37,661,322 for, 2,650,022 against, per its Form 8-K filed May 5, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 13,841,393 for, 19,294 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,841,393AGAINST: 19,294ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Neil S. Novich” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,652,7265,552 00For
State Street445,64414 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO68,285901 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

8. Elect Director: Beatriz R. Perez

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 37,827,451AGAINST: 2,653,478
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Beatriz R. Perez

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Beatriz R. Perez”): 37,827,451 for, 2,653,478 against, per its Form 8-K filed May 5, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 13,020,400 for, 840,287 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,020,400AGAINST: 840,287ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Beatriz R. Perez” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,182,533688 00For
Fidelity2,164,9480 00For
BlackRock1,652,2396,039 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST0398,500 00Against
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab0301,578 00Against
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO68,285901 00For
Victory Capital66,7450 00For
Equitable56,9525,857 00Mixed
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI047,097 00Against
Franklin Templeton20,46722,815 00Mixed
T. Rowe Price37,5070 00For

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

9. Elect Director: E. Scott Santi

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: 38,575,079AGAINST: 1,922,860
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: E. Scott Santi

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: E. Scott Santi”): 38,575,079 for, 1,922,860 against, per its Form 8-K filed May 5, 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: 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 158 asset managers below reported 13,847,992 for, 12,695 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,847,992AGAINST: 12,695ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: E. Scott Santi” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,64414 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

10. Elect Director: Susan Slavik Williams

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: 40,138,419AGAINST: 349,174
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Susan Slavik Williams

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Susan Slavik Williams”): 40,138,419 for, 349,174 against, per its Form 8-K filed May 5, 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: 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 158 asset managers below reported 13,851,415 for, 9,272 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,851,415AGAINST: 9,272ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Susan Slavik Williams” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

11. Elect Director: Lucas E. Watson

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: 40,155,520AGAINST: 342,601
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Lucas E. Watson

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Lucas E. Watson”): 40,155,520 for, 342,601 against, per its Form 8-K filed May 5, 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: 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 158 asset managers below reported 13,851,415 for, 9,272 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,851,415AGAINST: 9,272ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Lucas E. Watson” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

12. Elect Director: Steven A. White

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 40,088,155AGAINST: 390,604
Details: description as filed, official tally, votes by 158 asset managers

Description as filed by funds: To elect 12 Director nominees named in the proxy statement for the ensuing year: Steven A. White

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: Steven A. White”): 40,088,155 for, 390,604 against, per its Form 8-K filed May 5, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 158 asset managers below reported 13,851,204 for, 9,483 against, 1,702 abstained, 268 unknown.

FOR
FOR: 13,851,204AGAINST: 9,483ABSTAIN: 1,702UNKNOWN: 268
Largest asset managers voting on “To elect 12 Director nominees named in the proxy statement for the ensuing year: Steven A. White” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

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

13. To approve and adopt the amendment to the Restated Articles of Incorporation to eliminate cumulative voting.

No official matchSHAREHOLDER RIGHTS AND DEFENSES

Combines 2 wordings of this item as funds reported it.

99.1% of fund votes cast · no official result

FOR
Details: votes by 156 asset managers

The 156 asset managers below reported 13,722,280 for, 116,544 against, 268 unknown. 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: 13,722,280AGAINST: 116,544UNKNOWN: 268
Largest asset managers voting on “To approve and adopt the amendment to the Restated Articles of Incorporation to eliminate cumulative voting.” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century060,486 00Against
Prudential/PGIM22,88124,810 00Mixed
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

Showing the 25 largest of 156 asset managers. See all 156 in the interactive database.

14. To approve on a non-binding advisory basis the compensation of Grainger's Named Executive Officers.

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

Combines 12 wordings of this item as funds reported it.

96% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: votes by 861 asset managers

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: 154 asset managers voting on “To approve on a non-binding advisory basis the compensation of Grainger's Named Executive Officers.” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,183,2210 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,6580 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable61,909900 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

Fund voting reports, all 154 managers: 13,806,193 for, 20,131 against, 11,251 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 739 asset managers voting on “To approve on a non-binding advisory basis the compensation of Grainger's Named Executive Officers.” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
BlackRock1,586,493203 00For
Fidelity1,542,5740 00For
GEODE CAPITAL MANAGEMENT, LLC1,223,4070 00For
State Street1,192,8070 00For
Clearbridge Investments, LLC935,4210 00For
Northern Trust598,7430 00For
FRANKLIN ADVISERS INC487,6450 00For
Amundi0393,018 00Against
Invesco372,8020 00For
UBS362,2000 00For
Nuveen353,1320 00For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/345,0780 00For
Charles Schwab309,4320 00For
Vanguard261,7130 00For
STIFEL NICOLAUS & CO INC \MO\246,4080 00For
Legal & General Investment Management Ltd245,4580 00For
BANK OF AMERICA NA245,0560 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC198,6680 00For
STATE FARM MUTUAL AUTOMOBILE INSURANCE CO168,4580 00For
MELLON INVESTMENTS Corp167,9570 00For
Neuberger Berman157,8660 00For
T. Rowe Price145,0390 00For
Swedbank Robur Fonder AB0141,139 00Against
SEB Investment Management AB0140,041 00Against
PUBLIC SECTOR PENSION INVESTMENT BOARD109,0240 00For

Institutional-manager reports, all 739 managers: 15,174,302 for, 1,282,431 against, 10,296 abstained, 3,079 not voted, 268 unknown. Showing the 25 largest; see all in the interactive database.

15. Approve, on an advisory basis, Named Executive Officer compensation

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

92% Fund and manager reports combined; may count the same shares twice · no official result

FOR
Details: votes by 41 asset managers

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: 5 asset managers voting on “Approve, on an advisory basis, Named Executive Officer compensation” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Empower6,3330 00For
GuideStone5,9470 00For
HC CAPITAL TRUST1,2210 00For
Virtus900 00For
NORTHERN LIGHTS FUND TRUST III410 00For

Fund voting reports, all 5 managers: 13,632 for.

Institutional-manager reports: 36 asset managers voting on “Approve, on an advisory basis, Named Executive Officer compensation” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
JPMorgan622,6920 00For
APG Asset Management US Inc.103,5040 00For
Dundas Partners LLP73,6500 00For
NORDEA INVESTMENT MANAGEMENT AB059,365 00Against
STOREBRAND ASSET MANAGEMENT AS38,8150 00For
Wesleyan Assurance Society36,7330 00For
ADAGE CAPITAL PARTNERS GP, L.L.C.29,5420 00For
TD ASSET MANAGEMENT INC17,7540 00For
TD Waterhouse Canada Inc.11,0280 00For
Cardano Risk Management B.V.09,974 00Against
Desjardins Global Asset Management Inc.08,436 00Against
Sone Capital Management, LLC1,3110 04,231Mixed
Arjuna Capital5,0560 00For
BEACON INVESTMENT ADVISORY SERVICES, INC.2,2430 00For
iA Global Asset Management Inc.1,9450 00For
Regime de rentes du Mouvement Desjardins01,664 00Against
Metzler Asset Management GmbH1,5640 00For
Vinva Investment Management Ltd1,1750 00For
ALGEBRIS (UK) LTD7600 00For
FAYEZ SAROFIM & CO6860 00For
Empirical Financial Services, LLC d.b.a. Empirical Wealth Ma3810 00For
Union Investment Institutional GmbH0380 00Against
Genus Capital Management Inc.0294 00Against
Union Investment Management GmbH0240 00Against
IQ EQ FUND MANAGEMENT (IRELAND) Ltd1860 00For

Institutional-manager reports, all 36 managers: 949,553 for, 80,462 against, 4,231 withheld. Showing the 25 largest; see all in the interactive database.

16. To ratify the appointment of Ernst & Young LLP ("EY") as independent auditor for the year ending December 31, 2025.

No official matchAUDIT-RELATED

Combines 4 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: votes by 154 asset managers

The 154 asset managers below reported 13,827,241 for, 5,846 against, 1,151 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: 13,827,241AGAINST: 5,846ABSTAIN: 1,151
Largest asset managers voting on “To ratify the appointment of Ernst & Young LLP ("EY") as independent auditor for the year ending December 31, ” at W.W. GRAINGER INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard5,182,533688 00For
Fidelity2,164,9480 00For
BlackRock1,658,2780 00For
State Street445,64414 00For
JPMorgan436,2600 00For
FRANKLIN MANAGED TRUST398,5000 00For
Legg Mason339,7260 00For
Invesco319,0010 00For
TIAA314,7380 00For
Charles Schwab301,5780 00For
Dimensional299,9250 00For
First Trust260,0470 00For
MFS233,3180 00For
ProShares158,6990 00For
Neuberger Berman95,0230 00For
Jackson National94,1490 00For
AMANA MUTUAL FUNDS TRUST80,0000 00For
MASTER INVESTMENT PORTFOLIO69,1860 00For
Victory Capital66,7450 00For
Equitable62,8090 00For
American Century60,4860 00For
Prudential/PGIM47,6910 00For
SEI47,0970 00For
Franklin Templeton43,2820 00For
T. Rowe Price37,5070 00For

Showing the 25 largest of 154 asset managers. See all 154 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of April 24, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest W.W. GRAINGER INC. shareholders voting in 2024-2025

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 48,039,213 shares outstanding at the time of that meeting.

Fund voting reports: top W.W. GRAINGER INC. shareholders by shares voted on “To approve on a non-binding advisory basis the compensation of Grainger's Named Executive…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 10.79%
2Fidelity 4.51%
3BlackRock 3.45%
4State Street 0.93%
5JPMorgan 0.91%
6FRANKLIN MANAGED TRUST 0.83%
7Legg Mason 0.71%
8Invesco 0.66%
9TIAA 0.66%
10Charles Schwab 0.63%
Institutional-manager reports: top W.W. GRAINGER INC. shareholders by shares voted on “To approve on a non-binding advisory basis the compensation of Grainger's Named Executive…”, 2024-2025
#Asset manager % of shares outstanding
1BlackRock 3.30%
2Fidelity 3.21%
3GEODE CAPITAL MANAGEMENT, LLC 2.55%
4State Street 2.48%
5Clearbridge Investments, LLC 1.95%
6Northern Trust 1.25%
7FRANKLIN ADVISERS INC 1.02%
8Amundi 0.82%
9Invesco 0.78%
10UBS 0.75%

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 2024-2025 proxy season
Holder % outstanding Disclosure
Vanguard Group 11.22% 13F
BlackRock 8.46% 13F
Susan Slavik Williams 5.82% 13G
State Street 4.11% 13F
FMR (Fidelity) 2.71% 13F
JPMorgan Chase 1.71% 13F
Northern Trust 1.38% 13F
Morgan Stanley 1.16% 13F
Franklin Templeton 1.12% 13F
Norges Bank 1.02% 13F

Percentages above are of 48,039,213 shares outstanding, as reported by W.W. GRAINGER INC. on its Form 10-Q dated April 24, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 24, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At W.W. GRAINGER INC.'s shareholder meeting held April 30, 2025, in the 2024-2025 proxy season, 903 asset managers reported how they voted in their SEC Form N-PX filings, covering 12,122 separate fund positions. Their filings are grouped here into 16 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 — To approve on a non-binding advisory basis the compensation of Grainger's Named Executive… — the reporting funds and managers cast 96% 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 · 2024-2025 (this page) · 2025-2026.

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