ILLINOIS TOOL WORKS INC

The Corporate Governance and Nominating Committee, or other members of the Board, may identify a need to add new members to the Board with specific skills or to fill a vacancy on the Board. At that time, the Corporate Governance and Nominating Committee would initiate a search, seeking input from the Board and senior management and, to the extent it deems appropriate, engaging a search firm. An initial qualified candidate or a slate of qualified candidates would be identified and presented to the Committee for its evaluation. Candidates whose skills, background and qualifications are deemed to be a good fit with the Board, meet with a number of individual directors and senior executives for further evaluation. The Corporate Governance and Nominating Committee would then seek full Board approval of the selected candidate(s).

Following several Board and Corporate Governance and Nominating Committee discussions regarding Board succession, refreshment, and desired skill sets, Ms. Scanlon was recommended for consideration by the Company’s Chairman of the Board and Chief Executive Officer, who also serves as a member of the Board. In connection with that recommendation, the Corporate Governance and Nominating Committee evaluated Ms. Scanlon’s experience, qualifications, and attributes, including her leadership roles and overall professional background, which the Corporate Governance and Nominating Committee determined would complement and strengthen the Board’s existing mix of skills. Based on this assessment, the Corporate Governance and Nominating Committee determined that she should be further evaluated, and several directors subsequently met with her virtually. Following this evaluation process and the Corporate Governance and Nominating Committee’s recommendation, the Board approved the nomination of Ms. Scanlon for election to the Board.