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ILLINOIS TOOL WORKS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and ILLINOIS TOOL WORKS INC.’s Form 8-K (Item 5.07 on EDGAR). Page generated 02 October 2026.

22Reported items
1,210Asset managers
12,330Fund votes
2025-05-02Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore ILLINOIS TOOL WORKS INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by ILLINOIS TOOL WORKS INC.

These tallies are ILLINOIS TOOL WORKS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

ILLINOIS TOOL WORKS INC. — official shareholder meeting results, meeting held 2025-05-02
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Daniel J. Brutto	228,120,351	9,337,425	207,367	--	24,574,871	Majority: yes
Elect Director: Susan Crown	225,259,250	12,102,261	303,632	--	24,574,871	Majority: yes
Elect Director: Darrell L. Ford	230,200,253	6,971,325	493,565	--	24,574,871	Majority: yes
Elect Director: Kelly J. Grier	236,465,559	999,118	200,466	--	24,574,871	Majority: yes
Elect Director: James W. Griffith	225,157,607	12,154,450	353,086	--	24,574,871	Majority: yes
Elect Director: Jay L. Henderson	235,326,601	2,129,449	209,093	--	24,574,871	Majority: yes
Elect Director: Jaime Irick	236,073,833	1,391,553	199,757	--	24,574,871	Majority: yes
Elect Director: Richard H. Lenny	226,576,834	10,730,408	357,901	--	24,574,871	Majority: yes
Elect Director: Christoper A. O'Herlihy	233,575,050	3,888,082	202,011	--	24,574,871	Majority: yes
Elect Director: E. Scott Santi	227,877,416	9,572,997	214,730	--	24,574,871	Majority: yes
Elect Director: David B. Smith, Jr.	227,884,410	9,577,668	203,065	--	24,574,871	Majority: yes
Elect Director: Pamela B. Strobel	219,623,886	14,832,169	3,209,088	--	24,574,871	Majority: yes
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	2,010,213	24,574,871	--	--	Majority: yes
The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2025 was ratified by the vote set forth below.	11,555,787	229,223	--	--	--	Majority: yes
The stockholder proposal to require stockholder ratification of executive termination pay was defeated by the vote set forth below.	158,913,193	919,428	24,574,871	--	--	Majority: yes

Source: ILLINOIS TOOL WORKS INC., Form 8-K — read the filing on EDGAR.

How asset managers voted at the ILLINOIS TOOL WORKS INC. 2024-2025 meeting

Each item below shows how the 1,210 asset managers that disclosed a ILLINOIS TOOL WORKS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of ILLINOIS TOOL WORKS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

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

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 30 wordings of this item as funds reported it.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%

FOR: 11,344,577AGAINST: 2,010,213

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 293,000,000 outstanding shares: 4% for, 0.7% against (5% of the company cast a for/against vote).

The 1,182 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.

FOR 97%

FOR: 97.1%AGAINST: 2.9%ABSTAIN: 0.0%NOT VOTED: 0.0%UNKNOWN: 0.0%0: 0.0%

Largest asset managers voting on “Advisory vote to approve compensation of ITW's named executive officers.” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	27,138,506	0	For
Briar Hall Management LLC	25,838,730	0	For
STATE FARM MUTUAL AUTOMOBILE INSURANCE CO	19,511,800	0	For
State Street	10,792,315	1,339	For
BlackRock	7,681,494	2,698	For
Fidelity	6,549,047	0	For
GEODE CAPITAL MANAGEMENT, LLC	6,524,403	0	For
Capital Research Global Investors	4,201,995	0	For
Northern Trust	4,099,332	0	For
Charles Schwab	4,066,759	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	3,986,343	0	For
Fisher Asset Management, LLC	3,345,286	0	For
Invesco	3,047,655	0	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,812,672	0	For
Capital Group	1,661,765	0	For
T. Rowe Price	1,581,839	0	For
Dimensional	1,512,655	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	1,463,859	0	For
SCHRODER INVESTMENT MANAGEMENT GROUP	1,453,155	0	For
Amundi	0	1,388,633	Against
Legal & General Investment Management Ltd	1,343,945	20,278	For
FRANKLIN ADVISERS INC	1,274,016	0	For
BANK OF AMERICA NA	1,261,231	0	For

Showing the 25 largest of 1,182 asset managers. See all 1,182 in the interactive database.

2. Ratification of the appointment of Deloitte & Touche LLP as ITW's independent registered public accounting firm for 2025; and

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 11,555,787AGAINST: 229,223

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 2025 was ratified by the vote set forth below.”): 11,555,787 for, 229,223 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 293,000,000 outstanding shares: 4% for, 0.1% against (4% of the company cast a for/against vote).

The 181 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.

FOR 99.6%

FOR: 99.6%AGAINST: 0.3%ABSTAIN: 0.0%UNKNOWN: 0.0%

Largest asset managers voting on “Ratification of the appointment of Deloitte & Touche LLP as ITW's independent registered public accounting fir” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,268,281	6,653	For
BlackRock	7,684,192	0	For
Fidelity	6,051,459	0	For
State Street	2,951,152	135	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	224,522	11,300	For
Jackson National	229,830	0	For

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

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

COMPENSATIONMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 158,913,193AGAINST: 919,428

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.”): 158,913,193 for, 919,428 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 293,000,000 outstanding shares: 54.2% for, 0.4% against (54.6% of the company cast a for/against vote).

The 181 asset managers below cast 16% of the shares they voted on this item FOR (10,576,378 for, 54,793,227 against).

FOR 16%AGAINST 84%

FOR: 10,576,378 (16.2%)AGAINST: 54,793,227 (83.8%)ABSTAIN: 10,289 (0.0%)

Largest asset managers voting on “A non-binding stockholder proposal, if properly presented at the meeting, for stockholder ratification of term” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	24,363	25,250,571	Against
BlackRock	16,551	7,667,641	Against
Fidelity	165,306	5,886,153	Against
State Street	3,034	2,948,253	Against
INVESTMENT CO OF AMERICA	0	2,461,241	Against
MFS	0	2,302,681	Against
Columbia Threadneedle	1,754,485	0	For
Capital Group	0	1,659,848	Against
Charles Schwab	0	1,592,186	Against
Dimensional	1,256,277	0	For
Invesco	314	1,236,864	Against
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	0	496,259	Against
WisdomTree	0	451,555	Against
MASTER INVESTMENT PORTFOLIO	0	437,334	Against
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	0	359,071	Against
AMANA MUTUAL FUNDS TRUST	0	300,000	Against
FENIMORE ASSET MANAGEMENT TRUST	0	242,560	Against
Equitable	150,229	85,593	For
Jackson National	13,021	216,809	Against

Showing the 25 largest of 181 asset managers. See all 181 in the interactive database.

4. Election of Directors: Daniel J. Brutto

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 228,120,351AGAINST: 9,337,425

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Daniel J. Brutto”): 228,120,351 for, 9,337,425 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 293,000,000 outstanding shares: 78% for, 3% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.8% of the shares they voted on this item FOR (65,461,470 for, 75,736 against).

FOR 99.8%

FOR: 65,461,470 (99.9%)AGAINST: 75,736 (0.1%)ABSTAIN: 18,337 (0.0%)UNKNOWN: 1,194 (0.0%)

Largest asset managers voting on “Election of Directors: Daniel J. Brutto” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,274,934	0	For
BlackRock	7,684,192	0	For
Fidelity	6,051,459	0	For
State Street	2,951,152	135	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

5. Election of Directors: Susan Crown

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 225,259,250AGAINST: 12,102,261

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Susan Crown”): 225,259,250 for, 12,102,261 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 293,000,000 outstanding shares: 77% for, 4% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.8% of the shares they voted on this item FOR (65,440,995 for, 102,550 against).

FOR 99.8%

FOR: 65,440,995 (99.8%)AGAINST: 102,550 (0.2%)ABSTAIN: 11,998 (0.0%)UNKNOWN: 1,194 (0.0%)

Largest asset managers voting on “Election of Directors: Susan Crown” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,274,934	0	For
BlackRock	7,684,192	0	For
Fidelity	6,051,459	0	For
State Street	2,951,152	135	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

6. Election of Directors: Darrell L. Ford

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 4 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 230,200,253AGAINST: 6,971,325

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Darrell L. Ford”): 230,200,253 for, 6,971,325 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 293,000,000 outstanding shares: 79% for, 2% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.8% of the shares they voted on this item FOR (65,427,132 for, 110,043 against).

FOR 99.8%

FOR: 65,427,132 (99.8%)AGAINST: 110,043 (0.2%)ABSTAIN: 18,367 (0.0%)UNKNOWN: 1,194 (0.0%)

Largest asset managers voting on “Election of Directors: Darrell L. Ford” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,268,281	6,653	For
BlackRock	7,682,671	1,521	For
Fidelity	6,051,459	0	For
State Street	2,951,287	0	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

7. Election of Directors: Kelly J. Grier

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 4 wordings of this item as funds reported it.

99.5% Majority: yes · of votes cast

FOR 99.5%

FOR: 236,465,559AGAINST: 999,118

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Kelly J. Grier”): 236,465,559 for, 999,118 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 293,000,000 outstanding shares: 81% for, 0.4% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.9% of the shares they voted on this item FOR (65,512,208 for, 32,122 against).

FOR 99.9%

FOR: 65,512,208 (99.9%)AGAINST: 32,122 (0.0%)ABSTAIN: 11,987 (0.0%)UNKNOWN: 419 (0.0%)

Largest asset managers voting on “Election of Directors: Kelly J. Grier” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Vote
Vanguard	25,274,934	For
BlackRock	7,684,192	For
Fidelity	6,051,459	For
State Street	2,951,287	For
INVESTMENT CO OF AMERICA	2,461,241	For
MFS	2,302,681	For
Columbia Threadneedle	1,754,485	For
Capital Group	1,659,848	For
Charles Schwab	1,592,186	For
Dimensional	1,256,277	For
Invesco	1,237,178	For
TIAA	1,171,201	For
Franklin Custodian Funds	1,047,110	For
Advisers Investment Trust	782,700	For
ProShares	705,085	For
T. Rowe Price	496,259	For
WisdomTree	451,555	For
MASTER INVESTMENT PORTFOLIO	437,334	For
First Trust	410,093	For
Victory Capital	391,700	For
Goldman Sachs	359,071	For
AMANA MUTUAL FUNDS TRUST	300,000	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	For
Equitable	235,822	For
Jackson National	229,830	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

8. Election of Directors: James W. Griffith

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 225,157,607AGAINST: 12,154,450

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: James W. Griffith”): 225,157,607 for, 12,154,450 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 293,000,000 outstanding shares: 77% for, 4% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.8% of the shares they voted on this item FOR (65,420,372 for, 123,167 against).

FOR 99.7%

FOR: 65,420,372 (99.8%)AGAINST: 123,167 (0.2%)ABSTAIN: 12,004 (0.0%)UNKNOWN: 1,194 (0.0%)

Largest asset managers voting on “Election of Directors: James W. Griffith” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,268,281	6,653	For
BlackRock	7,682,671	1,521	For
Fidelity	6,051,459	0	For
State Street	2,951,152	135	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

9. Election of Directors: Jay L. Henderson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 5 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 235,326,601AGAINST: 2,129,449

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Jay L. Henderson”): 235,326,601 for, 2,129,449 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 293,000,000 outstanding shares: 80% for, 0.8% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.9% of the shares they voted on this item FOR (65,490,965 for, 53,366 against).

FOR 99.8%

FOR: 65,490,965 (99.9%)AGAINST: 53,366 (0.1%)ABSTAIN: 11,988 (0.0%)UNKNOWN: 419 (0.0%)

Largest asset managers voting on “Election of Directors: Jay L. Henderson” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Vote
Vanguard	25,274,934	For
BlackRock	7,684,192	For
Fidelity	6,051,459	For
State Street	2,951,287	For
INVESTMENT CO OF AMERICA	2,461,241	For
MFS	2,302,681	For
Columbia Threadneedle	1,754,485	For
Capital Group	1,659,848	For
Charles Schwab	1,592,186	For
Dimensional	1,256,277	For
Invesco	1,237,178	For
TIAA	1,171,201	For
Franklin Custodian Funds	1,047,110	For
Advisers Investment Trust	782,700	For
ProShares	705,085	For
T. Rowe Price	496,259	For
WisdomTree	451,555	For
MASTER INVESTMENT PORTFOLIO	437,334	For
First Trust	410,093	For
Victory Capital	391,700	For
Goldman Sachs	359,071	For
AMANA MUTUAL FUNDS TRUST	300,000	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	For
Equitable	235,822	For
Jackson National	229,830	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

10. Election of Directors: Jaime Irick

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 236,073,833AGAINST: 1,391,553

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Jaime Irick”): 236,073,833 for, 1,391,553 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 293,000,000 outstanding shares: 81% for, 0.5% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.9% of the shares they voted on this item FOR (65,510,003 for, 34,328 against).

FOR 99.9%

FOR: 65,510,003 (99.9%)AGAINST: 34,328 (0.1%)ABSTAIN: 11,987 (0.0%)UNKNOWN: 419 (0.0%)

Largest asset managers voting on “Election of Directors: Jaime Irick” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Vote
Vanguard	25,274,934	For
BlackRock	7,684,192	For
Fidelity	6,051,459	For
State Street	2,951,287	For
INVESTMENT CO OF AMERICA	2,461,241	For
MFS	2,302,681	For
Columbia Threadneedle	1,754,485	For
Capital Group	1,659,848	For
Charles Schwab	1,592,186	For
Dimensional	1,256,277	For
Invesco	1,237,178	For
TIAA	1,171,201	For
Franklin Custodian Funds	1,047,110	For
Advisers Investment Trust	782,700	For
ProShares	705,085	For
T. Rowe Price	496,259	For
WisdomTree	451,555	For
MASTER INVESTMENT PORTFOLIO	437,334	For
First Trust	410,093	For
Victory Capital	391,700	For
Goldman Sachs	359,071	For
AMANA MUTUAL FUNDS TRUST	300,000	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	For
Equitable	235,822	For
Jackson National	229,830	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

11. Election of Directors: Richard H. Lenny

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 226,576,834AGAINST: 10,730,408

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Richard H. Lenny”): 226,576,834 for, 10,730,408 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 293,000,000 outstanding shares: 77% for, 4% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.8% of the shares they voted on this item FOR (65,421,274 for, 122,264 against).

FOR 99.7%

FOR: 65,421,274 (99.8%)AGAINST: 122,264 (0.2%)ABSTAIN: 12,005 (0.0%)UNKNOWN: 1,194 (0.0%)

Largest asset managers voting on “Election of Directors: Richard H. Lenny” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,268,281	6,653	For
BlackRock	7,682,671	1,521	For
Fidelity	6,051,459	0	For
State Street	2,951,287	0	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 233,575,050AGAINST: 3,888,082

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Christoper A. O'Herlihy”): 233,575,050 for, 3,888,082 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 293,000,000 outstanding shares: 80% for, 1% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.8% of the shares they voted on this item FOR (65,475,962 for, 68,369 against).

FOR 99.8%

FOR: 65,475,962 (99.9%)AGAINST: 68,369 (0.1%)ABSTAIN: 11,988 (0.0%)UNKNOWN: 419 (0.0%)

Largest asset managers voting on “Election of Directors: Christopher A. O'Herlihy” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,274,934	0	For
BlackRock	7,684,192	0	For
Fidelity	6,051,459	0	For
State Street	2,951,152	135	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

13. Election of Directors: E. Scott Santi

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 227,877,416AGAINST: 9,572,997

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: E. Scott Santi”): 227,877,416 for, 9,572,997 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 293,000,000 outstanding shares: 78% for, 3% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.6% of the shares they voted on this item FOR (65,324,335 for, 219,269 against).

FOR 99.6%

FOR: 65,324,335 (99.6%)AGAINST: 219,269 (0.3%)ABSTAIN: 11,989 (0.0%)UNKNOWN: 1,144 (0.0%)

Largest asset managers voting on “Election of Directors: E. Scott Santi” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,274,934	0	For
BlackRock	7,684,192	0	For
Fidelity	6,051,459	0	For
State Street	2,951,152	135	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 227,884,410AGAINST: 9,577,668

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: David B. Smith, Jr.”): 227,884,410 for, 9,577,668 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 293,000,000 outstanding shares: 78% for, 3% against (81% of the company cast a for/against vote).

The 174 asset managers below cast 99.8% of the shares they voted on this item FOR (65,467,797 for, 75,759 against).

FOR 99.8%

FOR: 65,467,797 (99.9%)AGAINST: 75,759 (0.1%)ABSTAIN: 11,988 (0.0%)UNKNOWN: 1,194 (0.0%)

Largest asset managers voting on “Election of Directors: David B. Smith, Jr.” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	25,274,934	0	For
BlackRock	7,684,192	0	For
Fidelity	6,051,459	0	For
State Street	2,951,152	135	For
INVESTMENT CO OF AMERICA	2,461,241	0	For
MFS	2,302,681	0	For
Columbia Threadneedle	1,754,485	0	For
Capital Group	1,659,848	0	For
Charles Schwab	1,592,186	0	For
Dimensional	1,256,277	0	For
Invesco	1,237,178	0	For
TIAA	1,171,201	0	For
Franklin Custodian Funds	1,047,110	0	For
Advisers Investment Trust	782,700	0	For
ProShares	705,085	0	For
T. Rowe Price	496,259	0	For
WisdomTree	451,555	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	For
First Trust	410,093	0	For
Victory Capital	391,700	0	For
Goldman Sachs	359,071	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	For
Equitable	235,822	0	For
Jackson National	229,830	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

15. Election of Directors: Pamela B. Strobel

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-05-02.

Combines 5 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 219,623,886AGAINST: 14,832,169

ILLINOIS TOOL WORKS INC.’s own tally for this item (“Elect Director: Pamela B. Strobel”): 219,623,886 for, 14,832,169 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 293,000,000 outstanding shares: 75% for, 5% against (80% of the company cast a for/against vote).

The 174 asset managers below cast 98% of the shares they voted on this item FOR (62,452,291 for, 1,336,450 against).

FOR 95%

FOR: 62,452,291 (95.3%)AGAINST: 1,336,450 (2.0%)ABSTAIN: 1,766,802 (2.7%)UNKNOWN: 1,194 (0.0%)

Largest asset managers voting on “Election of Directors: Pamela B. Strobel” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	25,274,934	0	0	For
BlackRock	7,684,192	0	0	For
Fidelity	6,051,459	0	0	For
State Street	2,951,152	135	0	For
INVESTMENT CO OF AMERICA	2,461,241	0	0	For
MFS	2,302,681	0	0	For
Columbia Threadneedle	0	0	1,754,485	Abstain
Capital Group	1,659,848	0	0	For
Charles Schwab	1,592,186	0	0	For
Dimensional	1,256,277	0	0	For
Invesco	1,237,178	0	0	For
TIAA	0	1,171,201	0	Against
Franklin Custodian Funds	1,047,110	0	0	For
Advisers Investment Trust	782,700	0	0	For
ProShares	705,085	0	0	For
T. Rowe Price	496,259	0	0	For
WisdomTree	451,555	0	0	For
MASTER INVESTMENT PORTFOLIO	437,334	0	0	For
First Trust	410,093	0	0	For
Victory Capital	391,700	0	0	For
Goldman Sachs	359,071	0	0	For
AMANA MUTUAL FUNDS TRUST	300,000	0	0	For
FENIMORE ASSET MANAGEMENT TRUST	242,560	0	0	For
Equitable	224,522	11,300	0	For
Jackson National	229,830	0	0	For

Showing the 25 largest of 174 asset managers. See all 174 in the interactive database.

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

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-05-03 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 3 wordings of this item as funds reported it.

89% Majority: yes · of votes cast

FOR 89%11%

FOR: 14,783,908AGAINST: 1,804,569

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 293,000,000 outstanding shares: 5% for, 0.7% against (6% of the company cast a for/against vote).

The 10 asset managers below cast 88% of the shares they voted on this item FOR (31,004 for, 4,217 against).

FOR 88%12%

FOR: 31,004 (88.0%)AGAINST: 4,217 (12.0%)

Largest asset managers voting on “Advisory vote to approve compensation of ITW's named executive officers” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
Ipswich Investment Management Co., Inc.	12,994	0	For
Sky Investment Group LLC	10,079	0	For
DIVIDEND ASSETS CAPITAL, LLC	4,318	0	For
COLDSTREAM CAPITAL MANAGEMENT INC	0	4,217	Against
VAUGHAN DAVID INVESTMENTS LLC/IL	2,480	0	For
Axiom Financial Strategies, LLC	620	0	For
Americana Partners, LLC	304	0	For
Seascape Capital Management	149	0	For
Cox Capital Mgt LLC	60	0	For
Echo45 Advisors LLC	0	0	--

17. Submit Severance Agreement to Shareholder Vote

COMPENSATION

Meeting held 2025-05-02.

100% fund support · no official result

FOR 100%

The 9 asset managers below cast 100% of the shares they voted on this item FOR (93,322 for, 0 against).

FOR: 93,322 (100.0%)

Largest asset managers voting on “Submit Severance Agreement to Shareholder Vote” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Vote
Empower	36,380	For
GuideStone	29,973	For
HC CAPITAL TRUST	8,257	For
iA Global Asset Management Inc.	6,416	For
Erste Asset Management GmbH	6,268	For
CLEARWATER INVESTMENT TRUST	4,824	For
Fractal Investments LLC	800	For
NORTHERN LIGHTS FUND TRUST III	296	For
Colony Family Offices, LLC	108	For

18. Election of Directors (Majority Voting)

DIRECTOR ELECTIONS

Meeting held 2025-05-02.

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.

100% fund support · no official result

FOR 100%

The 6 asset managers below cast 100% of the shares they voted on this item FOR.

FOR: 100.0%

Largest asset managers voting on “Election of Directors (Majority Voting)” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Vote
HARBOUR INVESTMENT MANAGEMENT LLC	816	For
VOISARD ASSET MANAGEMENT GROUP, INC.	185	For
Williamson Legacy Group, LLC	119	For
NORTHERN LIGHTS FUND TRUST III	73	For
Simplify Exchange Traded Funds	24	For
ESL Trust Services, LLC	10	For

19. S/H Proposal - Corporate Governance

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2025-05-02.

98% fund support · no official result

FOR 84%NOT VOTED 14%

The 6 asset managers below cast 98% of the shares they voted on this item FOR (401 for, 10 against).

FOR: 401 (83.7%)AGAINST: 10 (2.1%)NOT VOTED: 68 (14.2%)

Largest asset managers voting on “S/H Proposal - Corporate Governance” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Vote
VOISARD ASSET MANAGEMENT GROUP, INC.	185	0	For
Williamson Legacy Group, LLC	119	0	For
NORTHERN LIGHTS FUND TRUST III	73	0	For
HARBOUR INVESTMENT MANAGEMENT LLC	0	0	Not Voted
Simplify Exchange Traded Funds	24	0	For
ESL Trust Services, LLC	0	10	Against

20. Shareholder Proposal Regarding Severance Approval Policy

COMPENSATION

Meeting held 2025-05-02.

100% fund support · no official result

FOR 100%

The 6 asset managers below cast 100% of the shares they voted on this item FOR (151,770 for, 0 against).

FOR: 151,770 (100.0%)

Largest asset managers voting on “Shareholder Proposal Regarding Severance Approval Policy” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Vote
Cardano Risk Management B.V.	140,623	For
OSSIAM	8,287	For
Union Investment Institutional GmbH	1,820	For
Union Investment Privatfonds GmbH	532	For
Virtus	417	For
LOUISBOURG INVESTMENTS INC.	91	For

21. Director Elections

DIRECTOR ELECTIONS

Meeting held 2025-05-02.

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (225 for, 0 against).

FOR: 225 (100.0%)

Largest asset managers voting on “Director Elections” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Ballew Advisors, Inc	121	0	0	0	For
Members Trust Co	104	0	0	0	For

22. COMPENSATION

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-05-02.

85% Majority: yes · of votes cast

FOR 85%AGAINST 15%

FOR: 11,344,577AGAINST: 2,010,213

The 2 asset managers below cast 100% of the shares they voted on this item FOR (4,929 for, 0 against).

FOR 100%

FOR: 4,929 (100.0%)

Largest asset managers voting on “COMPENSATION” at ILLINOIS TOOL WORKS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Capital Group	4,825	0	0	0	For
Members Trust Co	104	0	0	0	For

Largest ILLINOIS TOOL WORKS INC. shareholders voting in 2024-2025

Ranked by the number of ILLINOIS TOOL WORKS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 293,000,000 shares outstanding at the time of that meeting.

Top ILLINOIS TOOL WORKS INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	9.26%
2	Briar Hall Management LLC	8.82%
3	STATE FARM MUTUAL AUTOMOBILE INSURANCE CO	6.66%
4	State Street	3.68%
5	BlackRock	2.62%
6	Fidelity	2.24%
7	GEODE CAPITAL MANAGEMENT, LLC	2.23%
8	Capital Research Global Investors	1.43%
9	Northern Trust	1.40%
10	Charles Schwab	1.39%

Reported ILLINOIS TOOL WORKS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

ILLINOIS TOOL WORKS INC. beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.01%	13F
Briar Hall Management LLC	8.82%	13G
BlackRock	7.16%	13F
State Street	4.22%	13F
Northern Trust	4.15%	13F
Morgan Stanley	1.65%	13F
Goldman Sachs	1.14%	13F
Norges Bank	1.08%	13F
Charles Schwab	0.86%	13F
BNY Mellon	0.84%	13F

Percentages above are of 293,000,000 shares outstanding, as reported by ILLINOIS TOOL WORKS INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from ILLINOIS TOOL WORKS INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At ILLINOIS TOOL WORKS INC.'s shareholder meeting held 2025-05-02, in the 2024-2025 proxy season, 1,210 asset managers reported how they voted in their SEC Form N-PX filings, covering 12,330 separate fund positions. Their filings are grouped here into 22 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory vote to approve compensation of ITW's named executive officers. — FOR was 85% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: ILLINOIS TOOL WORKS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission (filing date not recorded for this item).

ILLINOIS TOOL WORKS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.