WW GRAINGER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A​

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material Pursuant to §240.14a-12

​

W.W. Grainger, Inc.

​

(Name of registrant as specified in its charter)

​

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

​

A Message from Our Chairman of the Board and

Chief Executive Officer

March 14, 2024

Dear Grainger Shareholders:

We are pleased to invite you to attend the 2024 annual meeting of shareholders of W.W. Grainger, Inc. on Wednesday, April 24, 2024, at 10 a.m. Central Time. This year’s annual meeting will be held at our headquarters located at 100 Grainger Parkway in Lake Forest, Illinois 60045.

At the meeting, we will report on our operations and other matters of current interest. Shareholders will also vote on the matters described in the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement, and any other matters properly brought before the meeting.

As in prior years, we have elected to deliver our proxy materials to the majority of our shareholders electronically. This delivery process allows us to provide shareholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. The Notice of Annual Meeting of Shareholders on the following page contains instructions on how to:

•

vote by Internet, by telephone or by mail; and

​

•

receive a paper copy of the proxy materials by mail.

​

Please take the time to carefully read the Notice of Annual Meeting of Shareholders and Proxy Statement that follow. Regardless of whether you plan to attend the meeting, please ensure that your shares are represented by giving us your proxy. You can do so by telephone, by Internet, or by signing and dating the enclosed proxy form and returning it promptly in the envelope provided.

We look forward to your participation at the meeting.

Sincerely,

D.G. Macpherson

Chairman of the Board and Chief Executive Officer

100 Grainger Parkway

Lake Forest, Illinois

60045-5201

(847) 535-1000

​

Notice of 2024 Annual Meeting of Shareholders

​

For additional information about our 2024 annual meeting of shareholders (the “2024 Annual Meeting”), see Questions and Answers beginning on page 79.

We will also consider any other matters that may properly be brought before the meeting (and any postponements or adjournments of the meeting).

Proxy Materials

This Notice of Annual Meeting of Shareholders, the following Proxy Statement, and the accompanying Form of Proxy were first distributed or made available to shareholders on or about March 14, 2024.

By order of the Board of Directors,

Ronald J. Edwards

Vice President, Corporate Secretary

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be Held on April 24, 2024

This Notice of Annual Meeting of Shareholders, the following Proxy Statement, the accompanying Form of Proxy, and our 2023 Annual Report on Form 10-K are available under “Financials” in the Investor Relations section of our website athttp://invest.grainger.com and also may be obtained free of charge on written request to the Corporate Secretary at Grainger’s headquarters, 100 Grainger Parkway, Lake Forest, Illinois 60045-5201.

Admission

Shareholders of W.W. Grainger, Inc. (“Grainger” or the “Company”), as of the Record Date, may attend the 2024 Annual Meeting. Due to space constraints and other security considerations, we are not able to admit the guests of either shareholders or their legal proxy holders.

Voting

Shareholders of Grainger, as of the Record Date, are entitled to vote, as follows:

•

Shareholders have the right to cumulative voting in the election of Directors. For a definition of cumulative voting, see Questions and Answers—Voting Information/What is cumulative voting? How many votes do I have? on page 80; and

​

•

Each share of Grainger common stock is entitled to one vote for each of the other proposals.

​

Regardless of whether you plan to attend the 2024 Annual Meeting, we hope you will vote as soon as possible. You may vote your shares during the 2024 Annual Meeting, electronically or by toll-free telephone number. If you received a paper copy of a proxy or a voting instruction card by mail, you may submit your proxy or voting instruction card before the 2024 Annual Meeting by completing, signing, dating and returning your proxy or voting instruction card in the pre-addressed envelope provided. For specific instructions on voting, see Questions and Answers—Voting Information beginning on page 80.

​

Until 10:59 p.m. CT on April 21, 2024, if your shares are held in the W.W. Grainger, Inc. Retirement Savings Plan (the “Retirement Savings Plan”), the W.W. Grainger, Inc. 401(k) Plan or the Company’s Employee Stock Purchase Plan.

​

Electronic Delivery of Proxy Materials

We encourage all shareholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of minimizing our environmental footprint.