ILLINOIS TOOL WORKS INC. 2023-2024 Proxy Voting Records

1. Advisory vote to approve compensation of ITW's named executive officers

Meeting held 2024-05-03.

Combines 35 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“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.”): 14,783,908 for, 1,804,569 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 5% for, 0.7% against (6% of the company cast a for/against vote).

The 1,106 asset managers below cast 97% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 1,106 asset managers. See all 1,106 in the interactive database.

2. Approval of the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan;

Meeting held 2024-05-03.

Combines 12 wordings of this item as funds reported it.

76% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“The vote to approve the Illinois Tool Works Inc. 2024 Long-Term Incentive Plan was approved by the vote set forth below.”): 10,027,188 for, 3,213,952 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 3% for, 1% against (4% of the company cast a for/against vote).

The 178 asset managers below cast 99.6% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 178 asset managers. See all 178 in the interactive database.

3. Ratification of the appointment of Deloitte & Touche LLP as ITW's independent registered public accounting firm for 2024; and

Meeting held 2024-05-03.

Combines 11 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2024 was ratified by the vote set forth below.”): 9,061,739 for, 263,073 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 3% for, 0.1% against (3% of the company cast a for/against vote).

The 168 asset managers below cast 99.8% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

Showing the 25 largest of 168 asset managers. See all 168 in the interactive database.

4. Election of Directors: Daniel J. Brutto

Meeting held 2024-05-03.

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Daniel J. Brutto”): 236,894,747 for, 6,699,323 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 79% for, 2% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.8% of the shares they voted on this item FOR (71,047,545 for, 73,590 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

5. Election of Directors: Susan Crown

Meeting held 2024-05-03.

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Susan Crown”): 231,923,450 for, 11,675,299 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 78% for, 4% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.5% of the shares they voted on this item FOR (70,783,874 for, 338,076 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

6. Election of Directors: Darrell L. Ford

Meeting held 2024-05-03.

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Darrell L. Ford”): 234,108,225 for, 9,266,725 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 78% for, 3% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.7% of the shares they voted on this item FOR (70,969,222 for, 146,836 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

7. Election of Directors: Kelly J. Grier

Meeting held 2024-05-03.

Combines 6 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Kelly J. Grier”): 242,826,001 for, 758,882 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 81% for, 0.3% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.9% of the shares they voted on this item FOR (71,096,593 for, 25,355 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

8. Election of Directors: James W. Griffith

Meeting held 2024-05-03.

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: James W. Griffith”): 232,103,049 for, 11,311,127 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 78% for, 4% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.7% of the shares they voted on this item FOR (70,923,547 for, 197,572 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

9. Election of Directors: Jay L. Henderson

Meeting held 2024-05-03.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Jay L. Henderson”): 238,141,820 for, 5,400,401 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 80% for, 2% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 97% of the shares they voted on this item FOR (68,769,529 for, 2,352,416 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

10. Election of Directors: Jaime Irick

Meeting held 2024-05-03.

Combines 6 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Jaime Irick”): 242,143,084 for, 1,402,049 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 81% for, 0.5% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.9% of the shares they voted on this item FOR (71,097,135 for, 24,810 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

11. Election of Directors: Richard H. Lenny

Meeting held 2024-05-03.

Combines 7 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Richard H. Lenny”): 230,517,669 for, 12,887,673 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 77% for, 4% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.7% of the shares they voted on this item FOR (70,966,735 for, 154,384 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

12. Election of Directors: Christopher A. O'Herlihy

Meeting held 2024-05-03.

Combines 8 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Christoper A. O'Herlihy”): 239,577,268 for, 4,016,188 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 80% for, 1% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.9% of the shares they voted on this item FOR (71,067,390 for, 54,559 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

13. Election of Directors: E. Scott Santi

Meeting held 2024-05-03.

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: E. Scott Santi”): 235,992,877 for, 7,618,709 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 79% for, 3% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.7% of the shares they voted on this item FOR (70,932,422 for, 188,788 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

14. Election of Directors: David B. Smith, Jr.

Meeting held 2024-05-03.

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: David B. Smith, Jr.”): 236,339,584 for, 7,247,827 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 79% for, 2% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 99.9% of the shares they voted on this item FOR (71,060,795 for, 60,339 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

15. Election of Directors: Pamela B. Strobel

Meeting held 2024-05-03.

Combines 7 wordings of this item as funds reported it.

91% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Pamela B. Strobel”): 220,673,088 for, 22,905,738 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 74% for, 8% against (82% of the company cast a for/against vote).

The 166 asset managers below cast 96% of the shares they voted on this item FOR (68,167,584 for, 2,954,364 against).

Showing the 25 largest of 166 asset managers. See all 166 in the interactive database.

16. A non-binding stockholder proposal, if properly presented at the meeting, for stockholder ratification of termination pay.

Meeting held 2024-05-03.

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below.”): 158,296,763 for, 1,981,651 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 53.0% for, 0.7% against (53.7% of the company cast a for/against vote).

The 163 asset managers below cast 29% of the shares they voted on this item FOR (18,385,937 for, 44,920,850 against).

Showing the 25 largest of 163 asset managers. See all 163 in the interactive database.

17. APPROVE OMNIBUS STOCK PLAN

Meeting held 2024-05-03.

99% fund support · no official result

The 12 asset managers below cast 99% of the shares they voted on this item FOR (99,351 for, 1,111 against).

18. SUBMIT SEVERANCE AGREEMENT TO SHAREHOLDER VOTE

Meeting held 2024-05-03.

Combines 2 wordings of this item as funds reported it.

1% fund support · no official result

The 12 asset managers below cast 1% of the shares they voted on this item FOR (106,421 for, 7,755,804 against).

19. Advisory vote to approve compensation of ITW's named executive officers

Reported under meeting date 2024-03-04; no official results on file for that date.

Combines 3 wordings of this item as funds reported it.

99.8% fund support · no official result

The 4 asset managers below cast 99.8% of the shares they voted on this item FOR (8,811 for, 14 against).

20. Approve Stock Compensation Plan

Meeting held 2024-05-03.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

The 4 asset managers below cast 100% of the shares they voted on this item FOR (8,695 for, 0 against).

21. Advisory vote to approve compensation of ITW's named executive officers.

Meeting held 2025-05-02 (outside the 2023-2024 season's 1 July to 30 June window; reported in this season's filings).

85% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“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.”): 11,344,577 for, 2,010,213 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 4% for, 0.7% against (4% of the company cast a for/against vote).

The 3 asset managers below cast 100% of the shares they voted on this item FOR (2,689 for, 0 against).

22. Compensation

Meeting held 2024-05-03.

89% Majority: yes · of votes cast

ILLINOIS TOOL WORKS INC.’s own tally for this item (“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.”): 14,783,908 for, 1,804,569 against, per its Form 8-K (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 298,400,000 outstanding shares: 5% for, 0.7% against (6% of the company cast a for/against vote).

The 3 asset managers below cast 58% of the shares they voted on this item FOR (6,373 for, 4,590 against).

23. S/H Proposal - Corporate Governance

Meeting held 2024-05-03.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

The 3 asset managers below cast 100% of the shares they voted on this item FOR (1,125,119 for, 0 against).

24. Election of Directors (Majority Voting)

Meeting held 2024-05-03.

All nominees (reported as one line). These filers reported the election of directors as a single line covering every nominee. It is not attributed to any one director, and no share total is shown for it.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

The 2 asset managers below cast 100% of the shares they voted on this item FOR.

25. Shareholder Proposal Regarding Severance Approval Policy

Meeting held 2024-05-03.

100% fund support · no official result

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,902 for, 0 against).