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Published: 2022-05-12 18:01:10 ET
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): May 6, 2022
_________________________

ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
Delaware1-479736-1258310
(State or other jurisdiction of incorporation)(Commission File No.)(I.R.S. Employer Identification No.)
155 Harlem AvenueGlenviewIL60025
(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: 847-724-7500

Not Applicable
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common StockITWNew York Stock Exchange
1.25% Euro Notes due 2023ITW23New York Stock Exchange
0.250% Euro Notes due 2024ITW24ANew York Stock Exchange
0.625% Euro Notes due 2027ITW27New York Stock Exchange
2.125% Euro Notes due 2030ITW30New York Stock Exchange
1.00% Euro Notes due 2031ITW31New York Stock Exchange
3.00% Euro Notes due 2034ITW34New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07. Submission of Matters to a Vote of Security Holders

The annual meeting of the stockholders of the Company was held on May 6, 2022 for the purposes of (i) electing the ten director nominees named in the Company’s proxy statement for the meeting to hold office until the next annual meeting of stockholders; (ii) ratifying the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022; (iii) approving, on an advisory basis, a resolution relating to the compensation of the named executive officers as disclosed in the Company’s proxy statement; and (iv) considering a non-binding stockholder proposal to change the ownership threshold to call special stockholder meetings.

All ten nominees for director named in the Company’s proxy statement for the meeting were elected by the votes set forth below.

FORAGAINSTABSTAINBROKER NON-VOTES
Election of Directors
Daniel J. Brutto251,841,6182,340,331378,18023,705,199
Susan Crown244,580,9749,670,205308,95023,705,199
Darrell L. Ford252,015,8782,155,529388,72223,705,199
James W. Griffith246,686,7617,494,514378,85423,705,199
Jay L. Henderson251,411,6002,770,488378,04123,705,199
Richard H. Lenny238,417,83315,468,070674,22623,705,199
E. Scott Santi242,370,70311,250,769938,65723,705,199
David B. Smith, Jr.246,350,8527,872,753336,52423,705,199
Pamela B. Strobel241,299,02012,931,261329,84823,705,199
Anré D. Williams240,306,96613,878,476374,68723,705,199

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2022 was ratified by the vote set forth below.

Ratification of independent registered public accounting firmFORAGAINSTABSTAIN
269,118,5438,767,034379,751

The non-binding advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement for the meeting was approved by the vote set forth below.

Advisory vote to approve executive compensationFORAGAINSTABSTAINBROKER NON-VOTES
237,036,87416,701,701821,55423,705,199

The stockholder proposal to change the ownership threshold to call special stockholder meetings was defeated by the vote set forth below.
Stockholder proposal to change the ownership thresholder to call special stockholder meetings.FORAGAINSTABSTAINBROKER NON-VOTES
86,314,493166,220,0042,025,63223,705,199


SIGNATURES


Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
ILLINOIS TOOL WORKS INC.
Dated: May 12, 2022
By: /s/ Jennifer K. Schott
Jennifer K. Schott
Senior Vice President, General Counsel and Secretary