ITW Files 8-K: Director Changes, Officer Appointments, and Financials

Ticker: ITW · Form: 8-K · Filed: May 9, 2024 · CIK: 49826

Sentiment: neutral

Topics: corporate-governance, officer-appointment, director-departure, financials

Related Tickers: ITW

TL;DR

ITW filed an 8-K detailing leadership changes and financial updates.

AI Summary

Illinois Tool Works Inc. (ITW) filed an 8-K on May 9, 2024, reporting on several key events. These include the departure of directors or certain officers, the election of new directors, the appointment of certain officers, and updates to compensatory arrangements. The filing also covers amendments to articles of incorporation or bylaws, changes in fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on the company's leadership and governance structure, which can impact strategic direction and investor confidence.

Risk Assessment

Risk Level: low — This is a routine filing reporting on corporate governance and financial updates, with no immediate negative implications.

Key Players & Entities

FAQ

What specific officer positions were affected by the appointments or departures mentioned in the filing?

The filing indicates appointments and departures of certain officers, but does not specify the exact positions in the provided text.

Were there any significant changes to the company's bylaws or articles of incorporation?

The filing states that there were amendments to articles of incorporation or bylaws, but the specific details of these amendments are not included in the provided text.

What matters were submitted to a vote of security holders?

The filing indicates that matters were submitted to a vote of security holders, but the nature of these matters is not detailed in the provided text.

Are there any new financial statements or exhibits attached to this 8-K filing?

Yes, the filing explicitly lists 'Financial Statements and Exhibits' as an item information, indicating their inclusion.

What is the fiscal year end for Illinois Tool Works Inc.?

The fiscal year end for Illinois Tool Works Inc. is December 31 (1231).

Filing Stats: 1,182 words · 5 min read · ~4 pages · Grade level 10.8 · Accepted 2024-05-09 16:09:33

Filing Documents

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. (a) At its May 3, 2024 meeting, the Company's Board of Directors (the "Board") approved the amendment and restatement of the Company's By-Laws to, among other things, update the procedures and information requirements for director nominations and business proposals submitted by stockholders (other than proposals submitted pursuant to Rule 14a-8 under the Securities Exchange Act of 1934) to address the universal proxy card rules adopted by the Securities and Exchange Commission and reserve the white proxy card for the Board's exclusive use. The By-Laws, as amended and restated, became effective immediately upon approval by the Board. The above description of the amendments to the By-Laws is qualified in its entirety by reference to the text of the ByLaws, as amended and restated, filed as Exhibit 3(b) to this Current Report on Form 8-K and incorporated by reference herein.

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders The annual meeting of the stockholders of the Company was held on May 3, 2024 for the purposes of (i) electing the twelve director nominees named in the Company's proxy statement for the meeting to hold office until the next annual meeting of stockholders; (ii) approving, on an advisory basis, a resolution relating to the compensation of the named executive officers as disclosed in the Company's proxy statement; (iii) approving the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan; (iv) ratifying the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024; and (v) considering a non-binding stockholder proposal to require stockholder ratification of executive termination pay. All twelve nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below. Election of Directors FOR AGAINST ABSTAIN BROKER NON-VOTES Daniel J. Brutto 236,894,747 6,699,323 236,728 23,871,253 Susan Crown 231,923,450 11,675,299 232,049 23,871,253 Darrell L. Ford 234,108,225 9,266,725 455,848 23,871,253 Kelly J. Grier 242,826,001 758,882 245,915 23,871,253 James W. Griffith 232,103,049 11,311,127 416,622 23,871,253 Jay L. Henderson 238,141,820 5,400,401 288,577 23,871,253 Jaime Irick 242,143,084 1,402,049 285,665 23,871,253 Richard H. Lenny 230,517,669 12,887,673 425,456 23,871,253 Christoper A. O'Herlihy 239,577,268 4,016,188 237,342 23,871,253 E. Scott Santi 235,992,877 7,618,709 219,212 23,871,253 David B. Smith, Jr. 236,339,584 7,247,827 243,387 23,871,253 Pamela B. Strobel 220,673,088 22,905,738 251,972 23,871,253 The non-binding advisory vote on the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for the meeting was approved by the vote set forth below. Advisory vote to approve executive compensation FOR AGAINST ABSTAIN BROKER NON-VOTES 227,24

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit Number Exhibit Description 3(b) By-Laws of Illinois Tool Works Inc., as amended and restated as of May 3, 2024 10.1 Illinois Tool Works Inc. 2024 Long-Term Incentive Plan 104 Cover Page Interactive Data file (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. ILLINOIS TOOL WORKS INC. Dated: May 9, 2024 By: /s/ Jennifer K. Schott Jennifer K. Schott Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing