W.W. GRAINGER, INC.
For the period ended Apr 29, 2026. Filed Mar 10, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 29, 2026 · Filed Mar 10, 2026
Contents
Proxy Materials
| | ● | | | 78 | | | 2026 proxy statement | |
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Questions and Answers
Virtual Meeting
How do I attend the Annual Meeting of Shareholders?
To virtually attend the 2026 Annual Meeting, go to the Annual Meeting Website atwww.virtualshareholdermeeting.com/GWW2026; then, enter the 16-digit Control Number found on your proxy card or voting instruction form.
How do I vote prior to the Annual Meeting of Shareholders?
You may vote your shares prior to the 2026 Annual Meeting via the internet by visitingwww.proxyvote.com, via telephone by calling 1-800-690-6903 or, if you received a paper copy of a proxy or voting instruction card, by mail, by completing, signing, dating, and returning your proxy or voting instruction card in the pre-addressed envelope provided.
How do I vote during the Annual Meeting?
You may vote your shares prior to the 2026 Annual Meeting by entering your Control Number and following the instructions available on the Annual Meeting Website. You may vote during the virtual meeting by going towww.virtualshareholdermeeting.com/GWW2026.
How do I submit questions prior to the Annual Meeting?
You may submit your questions prior to the 2026 Annual Meeting. Questions must be submitted viawww.proxyvote.com. Please submit any questions by April 8, 2026. We will answer questions germane to the company at the 2026 Annual Meeting.
Proxy Materials
What is the purpose of this proxy statement?
This proxy statement relates to the 2026 Annual Meeting, to be held on April 29, 2026, and any adjournment of that meeting to a later date. It contains information intended to help you make your voting decisions. We are sending or making available this proxy statement to you because Grainger’s Board is soliciting your proxy to vote your shares at the 2026 Annual Meeting. This proxy statement and other proxy-soliciting materials were first sent or made available to shareholders on or about March 10, 2026.
What does it mean if I receive more than one set of proxy materials?
Receiving multiple sets of proxy-soliciting materials from Grainger generally means that your Grainger shares are held in different names or in different accounts. As described above, you must sign, date, and return all proxy forms, or vote by internet or by telephone, to ensure that all of your shares are voted.
Who pays for the solicitation of proxies?
Grainger will bear all costs of this proxy solicitation. In addition to solicitation by mail, proxies may be solicited in person, by telephone, or other means of electronic communication by directors, officers, and other employees of Grainger, who will not receive any additional compensation for such solicitation activities.
We have retained D.F. King & Co., Inc. to assist in the solicitation of proxies for a fee of $11,000 plus reimbursement of certain disbursements and expenses.
May I revoke my proxy?
Yes. You may revoke your proxy at any time before the voting concludes at the 2026 Annual Meeting. You can do so in one of the following ways:
Deliver timely written notice that you are revoking your proxy to Grainger’s Office of the Corporate Secretary;
Provide to Grainger another proxy with a later date (which can be accomplished by telephone, by internet, or by signing, dating, and returning a proxy form); or
Vote at the virtual meeting.
| | CORPORATE GOVERNANCE | | | PROPOSAL 1: ELECTION OF DIRECTORS | | | PROPOSAL 2: RATIFY THE INDEPENDENT AUDITOR | | | EXECUTIVE COMPENSATION | | | PROPOSAL 3: SAY ON PAY | | | QUESTIONS AND ANSWERS | | | APPENDICES | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.