Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On October 27, 2020, the Board of Directors (the "Board") of W.W. Grainger, Inc. (the "Company") appointed Steven A. White as a director, effective immediately. The Board also appointed Mr. White to its Board Affairs and Nominating Committee and Compensation Committee. With the appointment of Mr. White, the size of the Board was increased to 12 directors. A copy of the Company's press release announcing Mr. White's appointment is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The appointment of Mr. White was not pursuant to any arrangement or understanding between him and any other person. There have been no transactions since the beginning of the Company's last fiscal year, and there are no currently proposed transactions, in which the Company was or is to be a participant and in which Mr. White or any member of his immediate family had or will have any interest, that are required to be reported under Item 404(a) of Regulation S-K.

Mr. White will be compensated in accordance with the Company's compensation program for non-employee directors. The program currently provides that directors are eligible to receive an annual deferred stock unit grant equal to $145,000, divided by the 20-day average closing price of the Company's shares of common stock through March 31, 2020, rounded up to the next whole share, and a $100,000 annual cash retainer (some or all of which may be deferred in a deferred stock unit account). Mr. White's compensation will be pro-rated to reflect that his appointment to the Board occurred approximately six months after the 2020 annual meeting of shareholders of the Company.

Mr. White also will be entitled to be indemnified by the Company in accordance with its standard form of indemnification agreement for its directors and officers, which provides that the Company will indemnify its directors and officers to the fullest extent permitted by law in connection with any proceedings relating to Mr. White being or having been a director or officer of the Company and advance any expenses incurred in connection with any such proceedings. The form of indemnification agreement was filed as Exhibit 10(b)(i) to the Company's Quarterly Report on Form 10-Q, filed with the Securities and Exchange Commission on May 4, 2009 .

Item9.01. Financial Statements and Exhibits.






(d) Exhibits.



Exhibit No.   Description

   99.1         Press release issued by the Company on October 28, 2020.




   104       Cover Page Interactive Data File (formatted in Inline XBRL and
             contained in Exhibit 101).




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