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W.W. GRAINGER INC. 2023-2024 Proxy Voting Records

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

18Reported items
860Asset managers
12,380Fund votes
2024-04-24Meeting date

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

Explore W.W. GRAINGER INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by W.W. GRAINGER INC.

These tallies are W.W. GRAINGER 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.

W.W. GRAINGER INC. — official shareholder meeting results, meeting held 2024-04-24
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: R. C. Adkins	40,578,544	2,003,591	55,443	--	2,805,477	Majority: yes
Elect Director: G. S. Davis	42,333,150	249,794	54,634	--	2,805,477	Majority: yes
Elect Director: K. D. Jaspon	41,760,892	824,689	51,997	--	2,805,477	Majority: yes
Elect Director: C. J. Klein	42,333,871	250,380	53,327	--	2,805,477	Majority: yes
Elect Director: S. L. Levenick	39,901,602	2,638,394	97,582	--	2,805,477	Majority: yes
Elect Director: D.G. Macpherson	40,011,413	2,458,708	167,457	--	2,805,477	Majority: yes
Elect Director: C. J. Miller	42,239,911	343,912	53,755	--	2,805,477	Majority: yes
Elect Director: N. S. Novich	40,520,464	2,062,864	54,250	--	2,805,477	Majority: yes
Elect Director: B. R. Perez	39,924,777	2,661,511	51,290	--	2,805,477	Majority: yes
Elect Director: E. S. Santi	40,992,655	1,592,252	52,671	--	2,805,477	Majority: yes
Elect Director: S. Slavik Williams	41,798,083	793,157	46,338	--	2,805,477	Majority: yes
Elect Director: L. E. Watson	41,736,070	843,921	57,587	--	2,805,477	Majority: yes
Elect Director: S. A. White	41,578,888	995,431	63,259	--	2,805,477	Majority: yes

This meeting is also recorded here as 2024-04-25; both records come from the same filing, so the date should be checked against it.

Source: W.W. GRAINGER INC., Form 8-K — read the filing on EDGAR.

How asset managers voted at the W.W. GRAINGER INC. 2023-2024 meeting

Each item below shows how the 860 asset managers that disclosed a W.W. GRAINGER 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 W.W. GRAINGER 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. Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.'s Named Executive Officers.

SECTION 14A SAY-ON-PAY VOTES

Combines 20 wordings of this item as funds reported it.

94% fund support · no official result

FOR 94%

The 792 asset managers below cast 94% of the shares they voted on this item FOR (29,069,255 for, 1,863,756 against).

FOR: 29,069,255 (93.9%)AGAINST: 1,863,756 (6.0%)ABSTAIN: 23,163 (0.1%)NOT VOTED: 8,359 (0.0%)UNKNOWN: 110 (0.0%)

Largest asset managers voting on “Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W. Grainger, Inc.'s Named” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,335,920	0	For
Fidelity	3,966,136	0	For
BlackRock	3,059,454	203	For
State Street	1,571,577	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,094,741	0	For
Clearbridge Investments, LLC	1,067,134	0	For
JPMorgan	688,060	0	For
Northern Trust	679,505	2,228	For
FRANKLIN ADVISERS INC	653,069	0	For
Invesco	643,860	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
Charles Schwab	543,237	0	For
Nuveen	527,280	0	For
TIAA	487,040	0	For
Legg Mason	366,543	0	For
Dimensional	346,707	0	For
Amundi	0	343,673	Against
Legal & General Investment Management Ltd	0	281,949	Against
Neuberger Berman	276,382	0	For
STIFEL NICOLAUS & CO INC \MO\	258,947	0	For
BANK OF AMERICA NA	254,095	0	For
UBS	239,922	0	For
Goldman Sachs	224,394	0	For
ProShares	201,131	0	For
PARAMETRIC PORTFOLIO ASSOCIATES LLC	184,036	0	For

Showing the 25 largest of 792 asset managers. See all 792 in the interactive database.

2. Election of Directors: Rodney C. Adkins

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 40,578,544AGAINST: 2,003,591

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: R. C. Adkins”): 40,578,544 for, 2,003,591 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 49,068,805 outstanding shares: 83% for, 4% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 98% of the shares they voted on this item FOR (13,752,841 for, 349,228 against).

FOR 97%

FOR: 13,752,841 (97.4%)AGAINST: 349,228 (2.5%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: Rodney C. Adkins” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,756	83	For
Legg Mason	366,543	0	For
Invesco	0	309,162	Against
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	76,201	1,194	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

3. Election of Directors: George S. Davis

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 5 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 42,333,150AGAINST: 249,794

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: G. S. Davis”): 42,333,150 for, 249,794 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 49,068,805 outstanding shares: 86% for, 0.6% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.9% of the shares they voted on this item FOR (14,098,670 for, 3,399 against).

FOR 99.8%

FOR: 14,098,670 (99.9%)AGAINST: 3,399 (0.0%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: George S. Davis” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,148,853	For
Fidelity	2,209,896	For
BlackRock	1,551,590	For
JPMorgan	616,268	For
FRANKLIN MANAGED TRUST	567,266	For
TIAA	486,221	For
State Street	412,839	For
Legg Mason	366,543	For
Invesco	309,162	For
Dimensional	273,710	For
Charles Schwab	267,756	For
ProShares	201,131	For
CARILLON SERIES TRUST	144,697	For
Jackson National	131,870	For
Neuberger Berman	106,145	For
AMANA MUTUAL FUNDS TRUST	80,000	For
Equitable	77,395	For
First Trust	75,233	For
SEI	73,486	For
Prudential/PGIM	68,669	For
MASTER INVESTMENT PORTFOLIO	66,002	For
Victory Capital	47,513	For
American Century	45,383	For
Franklin Templeton	44,373	For
John Hancock	42,277	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

4. Election of Directors: Katherine D. Jaspon

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 41,760,892AGAINST: 824,689

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: K. D. Jaspon”): 41,760,892 for, 824,689 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 49,068,805 outstanding shares: 85% for, 2% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.9% of the shares they voted on this item FOR (14,091,585 for, 10,484 against).

FOR 99.8%

FOR: 14,091,585 (99.8%)AGAINST: 10,484 (0.1%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: Katherine D. Jaspon” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,756	83	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	77,395	0	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

5. Election of Directors: Christopher J. Klein

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 42,333,871AGAINST: 250,380

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: C. J. Klein”): 42,333,871 for, 250,380 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 49,068,805 outstanding shares: 86% for, 0.6% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.9% of the shares they voted on this item FOR (14,098,670 for, 3,399 against).

FOR 99.8%

FOR: 14,098,670 (99.9%)AGAINST: 3,399 (0.0%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: Christopher J. Klein” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Vote
Vanguard	5,148,853	For
Fidelity	2,209,896	For
BlackRock	1,551,590	For
JPMorgan	616,268	For
FRANKLIN MANAGED TRUST	567,266	For
TIAA	486,221	For
State Street	412,839	For
Legg Mason	366,543	For
Invesco	309,162	For
Dimensional	273,710	For
Charles Schwab	267,756	For
ProShares	201,131	For
CARILLON SERIES TRUST	144,697	For
Jackson National	131,870	For
Neuberger Berman	106,145	For
AMANA MUTUAL FUNDS TRUST	80,000	For
Equitable	77,395	For
First Trust	75,233	For
SEI	73,486	For
Prudential/PGIM	68,669	For
MASTER INVESTMENT PORTFOLIO	66,002	For
Victory Capital	47,513	For
American Century	45,383	For
Franklin Templeton	44,373	For
John Hancock	42,277	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

6. Election of Directors: Stuart L. Levenick

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 39,901,602AGAINST: 2,638,394

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: S. L. Levenick”): 39,901,602 for, 2,638,394 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 49,068,805 outstanding shares: 81% for, 5% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.6% of the shares they voted on this item FOR (14,054,575 for, 47,494 against).

FOR 99.5%

FOR: 14,054,575 (99.6%)AGAINST: 47,494 (0.3%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: Stuart L. Levenick” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,731	108	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	76,495	900	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

7. Election of Directors: D.G. Macpherson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 40,011,413AGAINST: 2,458,708

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: D.G. Macpherson”): 40,011,413 for, 2,458,708 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 49,068,805 outstanding shares: 82% for, 5% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.8% of the shares they voted on this item FOR (14,083,495 for, 18,574 against).

FOR 99.7%

FOR: 14,083,495 (99.8%)AGAINST: 18,574 (0.1%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: D.G. Macpherson” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,394	196	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,793	46	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	76,495	900	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

8. Election of Directors: Cindy J. Miller

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 42,239,911AGAINST: 343,912

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: C. J. Miller”): 42,239,911 for, 343,912 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 49,068,805 outstanding shares: 86% for, 0.8% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.6% of the shares they voted on this item FOR (14,051,653 for, 49,715 against).

FOR 99.5%

FOR: 14,051,653 (99.5%)AGAINST: 49,715 (0.4%)ABSTAIN: 14,680 (0.1%)

Largest asset managers voting on “Election of Directors: Cindy J. Miller” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,590	0	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,839	0	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	53,891	23,504	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

9. Election of Directors: Neil S. Novich

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 40,520,464AGAINST: 2,062,864

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: N. S. Novich”): 40,520,464 for, 2,062,864 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 49,068,805 outstanding shares: 83% for, 4% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.8% of the shares they voted on this item FOR (14,079,939 for, 22,130 against).

FOR 99.7%

FOR: 14,079,939 (99.7%)AGAINST: 22,130 (0.2%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: Neil S. Novich” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,731	108	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	77,395	0	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

10. Election of Directors: E. Scott Santi

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 40,992,655AGAINST: 1,592,252

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: E. S. Santi”): 40,992,655 for, 1,592,252 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 49,068,805 outstanding shares: 84% for, 3% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.8% of the shares they voted on this item FOR (14,079,939 for, 22,130 against).

FOR 99.7%

FOR: 14,079,939 (99.7%)AGAINST: 22,130 (0.2%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: E. Scott Santi” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,731	108	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	77,395	0	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

11. Election of Directors: Susan Slavik Williams

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 41,798,083AGAINST: 793,157

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: S. Slavik Williams”): 41,798,083 for, 793,157 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 49,068,805 outstanding shares: 85% for, 2% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.9% of the shares they voted on this item FOR (14,091,067 for, 11,002 against).

FOR 99.8%

FOR: 14,091,067 (99.8%)AGAINST: 11,002 (0.1%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: Susan Slavik Williams” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,756	83	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	77,395	0	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

12. Election of Directors: Lucas E. Watson

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 41,736,070AGAINST: 843,921

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: L. E. Watson”): 41,736,070 for, 843,921 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 49,068,805 outstanding shares: 85% for, 2% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.9% of the shares they voted on this item FOR (14,091,768 for, 10,301 against).

FOR 99.8%

FOR: 14,091,768 (99.8%)AGAINST: 10,301 (0.1%)ABSTAIN: 13,979 (0.1%)

Largest asset managers voting on “Election of Directors: Lucas E. Watson” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,756	83	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	77,395	0	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

13. Election of Directors: Steven A. White

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 7 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 41,578,888AGAINST: 995,431

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: S. A. White”): 41,578,888 for, 995,431 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 49,068,805 outstanding shares: 85% for, 2% against (87% of the company cast a for/against vote).

The 162 asset managers below cast 99.9% of the shares they voted on this item FOR (14,089,184 for, 12,184 against).

FOR 99.8%

FOR: 14,089,184 (99.8%)AGAINST: 12,184 (0.1%)ABSTAIN: 14,680 (0.1%)

Largest asset managers voting on “Election of Directors: Steven A. White” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,047	543	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,756	83	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	76,495	900	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 162 asset managers. See all 162 in the interactive database.

14. Election of Directors: Beatriz R. Perez

DIRECTOR ELECTIONSMajority of the votes cast: yes

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 39,924,777AGAINST: 2,661,511

W.W. GRAINGER INC.’s own tally for this item (“Elect Director: B. R. Perez”): 39,924,777 for, 2,661,511 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 49,068,805 outstanding shares: 81% for, 5% against (87% of the company cast a for/against vote).

The 161 asset managers below cast 97% of the shares they voted on this item FOR (13,662,530 for, 438,788 against).

FOR 97%

FOR: 13,662,530 (96.8%)AGAINST: 438,788 (3.1%)ABSTAIN: 14,680 (0.1%)

Largest asset managers voting on “Election of Directors: Beatriz R. Perez” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,114,116	34,737	For
Fidelity	2,209,896	0	For
BlackRock	1,550,666	924	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,756	83	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	0	267,756	Against
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	76,495	900	For
First Trust	75,233	0	For
SEI	0	73,486	Against
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 161 asset managers. See all 161 in the interactive database.

15. Proposal to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 31, 2024.

AUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATEDAUDIT-RELATED

Combines 4 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.8%

The 158 asset managers below cast 99.9% of the shares they voted on this item FOR (14,061,850 for, 13,526 against).

FOR: 14,061,850 (99.8%)AGAINST: 13,526 (0.1%)ABSTAIN: 11,041 (0.1%)

Largest asset managers voting on “Proposal to ratify the appointment of Ernst & Young LLP as independent auditor for the year ending December 31” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Vanguard	5,148,853	0	For
Fidelity	2,209,896	0	For
BlackRock	1,551,590	0	For
JPMorgan	616,268	0	For
FRANKLIN MANAGED TRUST	567,266	0	For
TIAA	486,221	0	For
State Street	412,813	26	For
Legg Mason	366,543	0	For
Invesco	309,162	0	For
Dimensional	273,710	0	For
Charles Schwab	267,756	0	For
ProShares	201,131	0	For
CARILLON SERIES TRUST	144,697	0	For
Jackson National	131,870	0	For
Neuberger Berman	106,145	0	For
AMANA MUTUAL FUNDS TRUST	80,000	0	For
Equitable	77,395	0	For
First Trust	75,233	0	For
SEI	73,486	0	For
Prudential/PGIM	68,669	0	For
MASTER INVESTMENT PORTFOLIO	66,002	0	For
Victory Capital	47,513	0	For
American Century	45,383	0	For
Franklin Templeton	44,373	0	For
John Hancock	42,277	0	For

Showing the 25 largest of 158 asset managers. See all 158 in the interactive database.

16. Advisory Vote to Ratify Named Executive Officers' Compensation

SECTION 14A SAY-ON-PAY VOTESCOMPENSATION

91% fund support · no official result

FOR 91%9%

The 39 asset managers below cast 91% of the shares they voted on this item FOR (1,123,645 for, 111,369 against).

FOR: 1,123,645 (90.9%)AGAINST: 111,369 (9.0%)ABSTAIN: 485 (0.0%)

Largest asset managers voting on “Advisory Vote to Ratify Named Executive Officers' Compensation” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Abstain	Vote
JPMorgan	746,930	0	0	For
APG Asset Management US Inc.	117,804	0	0	For
Dundas Partners LLP	72,697	0	0	For
NORDEA INVESTMENT MANAGEMENT AB	0	61,832	0	Against
STOREBRAND ASSET MANAGEMENT AS	55,779	0	0	For
TD ASSET MANAGEMENT INC	42,959	0	0	For
Wesleyan Assurance Society	36,733	0	0	For
Desjardins Global Asset Management Inc.	0	23,316	0	Against
Cardano Risk Management B.V.	0	16,818	0	Against
BANCO BILBAO VIZCAYA ARGENTARIA, S.A.	16,042	0	0	For
FJARDE AP-FONDEN /FOURTH SWEDISH NATIONAL PENSION FUND	10,631	0	0	For
Tredje AP-fonden	0	5,265	0	Against
Empower	5,167	0	0	For
Arjuna Capital	5,010	0	0	For
Genus Capital Management Inc.	0	3,444	0	Against
Dorsey Wright & Associates	2,082	0	0	For
OSSIAM	1,854	0	0	For
SCHARF INVESTMENTS, LLC	1,807	0	0	For
Vinva Investment Management Ltd	1,637	0	0	For
iA Global Asset Management Inc.	1,598	0	0	For
TIMOTHY PLAN	1,147	0	0	For
Vontobel Holding Ltd.	1,000	0	0	For
ALGEBRIS (UK) LTD	830	0	0	For
Symmetry Panoramic Trust	288	0	485	Abstain
Regime de rentes du Mouvement Desjardins	0	694	0	Against

Showing the 25 largest of 39 asset managers. See all 39 in the interactive database.

17. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

95% fund support · no official result

FOR 95%

The 8 asset managers below cast 95% of the shares they voted on this item FOR (4,202 for, 211 against).

FOR: 4,202 (95.2%)AGAINST: 211 (4.8%)

Largest asset managers voting on “14A Executive Compensation” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Against	Vote
Granite Investment Partners, LLC	3,934	0	For
NICHOLS & PRATT ADVISERS LLP /MA	0	211	Against
Penobscot Investment Management Company, Inc.	125	0	For
Sculati Wealth Management, LLC	71	0	For
TOWNSEND ASSET MANAGEMENT CORP /NC/ /ADV	58	0	For
Baker Avenue Asset Management, LP	12	0	For
GRIMES & COMPANY, INC.	2	0	For
Port Capital LLC	0	0	--

18. RATIFY ERNST & YOUNG LLP AS AUDITORS

AUDIT-RELATED

100% fund support · no official result

FOR 94%

The 7 asset managers below cast 100% of the shares they voted on this item FOR (7,026 for, 0 against).

FOR: 7,026 (93.5%)ABSTAIN: 485 (6.5%)

Largest asset managers voting on “RATIFY ERNST & YOUNG LLP AS AUDITORS” at W.W. GRAINGER INC., 2023-2024
Asset manager	For	Abstain	Vote
Empower	5,167	0	For
TIMOTHY PLAN	1,147	0	For
Symmetry Panoramic Trust	288	485	Abstain
Capitol Series Trust	311	0	For
Tidal Trust III	110	0	For
Warren Street Wealth Advisors, LLC	2	0	For
Brighthouse	1	0	For

Largest W.W. GRAINGER INC. shareholders voting in 2023-2024

Ranked by the number of W.W. GRAINGER INC. shares each manager voted on the most widely held ballot item of the 2023-2024 meeting, shown as a share of the 49,068,805 shares outstanding at the time of that meeting.

Top W.W. GRAINGER INC. shareholders by shares voted, 2023-2024
#	Asset manager	% of shares outstanding
1	Vanguard	10.87%
2	Fidelity	8.08%
3	BlackRock	6.24%
4	State Street	3.20%
5	GEODE CAPITAL MANAGEMENT, LLC	2.23%
6	Clearbridge Investments, LLC	2.17%
7	JPMorgan	1.40%
8	Northern Trust	1.39%
9	FRANKLIN ADVISERS INC	1.33%
10	Invesco	1.31%

Reported W.W. GRAINGER INC. ownership

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

W.W. GRAINGER INC. beneficial owners on record for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	11.68%	13F
Susan Slavik Williams	9.03%	DEF14A
BlackRock	8.37%	13F
State Street	3.98%	13F
Geode Capital	2.28%	13F
Franklin Templeton	1.40%	13F
Northern Trust	1.33%	13F
FMR (Fidelity)	1.22%	13F
Morgan Stanley	1.18%	13F
Norges Bank	0.94%	13F

Percentages above are of 49,068,805 shares outstanding, as reported by W.W. GRAINGER INC. on its Form 10-Q dated 2024-04-18 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 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 W.W. GRAINGER INC.’s 10-Q dated 2024-04-18. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At W.W. GRAINGER INC.'s shareholder meeting held 2024-04-24, in the 2023-2024 proxy season, 860 asset managers reported how they voted in their SEC Form N-PX filings, covering 12,380 separate fund positions. Their filings are grouped here into 18 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. W.W. GRAINGER INC.'s own Form 8-K tally for this meeting is published below, but no row in it could be matched to the most widely held item, so this page states no certified outcome for that item. On that item — Say on Pay proposal to approve on a non-binding advisory basis the compensation of W.W… — the reporting funds cast 94% of the shares they voted in favour (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). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

W.W. GRAINGER INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.