The company said shareholders approved, at its 2025 Annual Meeting held on April 30, 2025, the amendment to its Restated Articles of Incorporation, as approved and recommended by the board, to eliminate cumulative voting.

1. 01

   The company said shareholders approved, at its 2025 Annual Meeting held on April 30, 2025, the amendment to its Restated Articles of Incorporation, as approved and recommended by the board, to eliminate cumulative voting.

2. 02

   W.W. Grainger said it amended Article Ten of its Restated Articles of Incorporation on May 9, 2025 following shareholder approval to eliminate cumulative voting. The change is described in Proposal 4 of the proxy statement dated March 7, 2025.

3. 03

   The company said the board adopted conforming changes to Article II, Section 12 and Article III, Section 14 of the Restated By-laws to reflect the elimination of cumulative voting, and that these changes took effect together with the effectiveness of the amendment to the articles.

4. 04

   The company said it attached the Restated Articles of Incorporation of W.W. Grainger, Inc., as amended, as Exhibit 3.1 and the Restated By-laws of W.W. Grainger, Inc. as Exhibit 3.2 to the 8-K. It said its summary of the amendments is qualified in its entirety by those attached documents.

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Original filing

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