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


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On February 19, 2020, James D. Slavik, a member of the Board of Directors (the "Board") of W.W. Grainger, Inc. (the "Company"), notified the Board that he would not stand for re-election as a member of the Board for the 2020-2021 period. Mr. Slavik's term as a director will end at the conclusion of the annual meeting of shareholders of the Company on April 29, 2020. Mr. Slavik's decision was not the result of any disagreement with the Company.

A copy of the Company's press release announcing the matters described herein is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 9.01.              Financial Statements and Exhibits.



(d)            Exhibits



Exhibit No.                                Description

  99.1          Press Release dated February 19, 2020.

104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document).

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