ITW Files Additional Proxy Materials

TL;DR

ITW filed more proxy docs, nothing new for investors.

AI Summary

Illinois Tool Works Inc. (ITW) filed a Definitive Additional Materials document on March 25, 2024, related to its proxy statement filed on March 22, 2024. This filing is a routine procedural step and does not contain new substantive proposals or financial information beyond what was in the original proxy statement.

Why It Matters

This filing is a procedural update to the proxy statement, ensuring all necessary documentation is filed with the SEC. It doesn't introduce new information for investors to act upon.

Risk Assessment

Risk Level: low — This filing is a procedural update and does not contain new substantive information or proposals that would impact the company's risk profile.

Key Players & Entities

• ILLINOIS TOOL WORKS INC (company) — Registrant
• 0001193125-24-075970 (filing_id) — Accession Number
• 20240325 (date) — Filing Date

FAQ

Filing Documents

• d816531ddefa14a.htm (DEFA14A) — 52KB
• g816531dsp3a.jpg (GRAPHIC) — 8KB
• g816531dsp3b.jpg (GRAPHIC) — 8KB
• 0001193125-24-075970.txt ( ) — 75KB

From the Filing

DEFA14A 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 ILLINOIS TOOL WORKS 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 Explanatory Note On March 22, 2024, Illinois Tool Works Inc. (the Company) filed its Definitive Proxy Statement on Schedule 14A (the Proxy Commission. Inadvertently, that filing also included a copy of the proxy card related to the Companys Annual Meeting of Stockholders held on May 5, 2023 (the 2023 Annual Meeting Proxy Card). This Definitive Additional Material is being filed to clarify that the 2024 Annual Meeting Proxy Card, a copy of which is included below, is the applicable sample proxy card for the upcoming 2024 Annual Meeting. The 2023 Annual Meeting Proxy Card should be disregarded. Please note that no changes have been made to the body of the Proxy Statement or the 2024 Annual Meeting Proxy Card, and the 2024 Annual Meeting Proxy Card was included with the Proxy Statement mailed or made available to the Companys shareholders. This Definitive Additional Material applies only to the sample proxy cards filed with the Proxy Statement on March 22, 2024. ILLINOIS TOOL WORKS INC. ATTN: SHAREHOLDER RELATIONS 155 HARLEM AVENUE GLENVIEW, IL 60025 VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 10:59 p.m., Central Time, on May 2, 2024. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/ITW2024 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 10:59 p.m., Central Time, on May 2, 2024. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: V37582-P04833 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY ILLINOIS TOOL WORKS INC. The Board of Directors recommends you vote FOR all nominees: 1. Election of Directors For Against Abstain 1a. 1b. 1c. 1d. 1e. 1f. 1g. 1h. 1i. 1j. Daniel J. Brutto Susan Crown Darrell L. Ford Kelly J. Grier James W. Griffith Jay L. Henderson Jaime Irick Richard H. Lenny Christopher A. OHerlihy E. Scott Santi 1k. David B. Smith, Jr. 1l. Pamela B. Strobel The Board of Directors recommends you vote FOR the following proposals: For Against Abstain 2. Advisory vote to approve compensation of ITWs named executive officers; 3. Approval of the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan; 4. Ratification of the appointment of Deloitte & Touche LLP as ITWs independent registered public accounting firm for 2024; and The Board of Directors recommends you vote AGAINST the following proposal: 5. A non-binding stockholder proposal, if properly presented at the meeting, for stockholder ratification of termination pay. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporat

View Full Filing

View this DEFA14A filing on SEC EDGAR