Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
On December 3, 2020, W.W. Grainger, Inc. (the "Company") announced that Thomas
B. Okray has decided to step down as Senior Vice President and Chief Financial
Officer of the Company effective December 31, 2020 to pursue another opportunity
at a publicly traded company. Mr. Okray's resignation is not due to any
disagreement with respect to the Company's operations, policies or practices, or
the Company's independent auditors.
In addition, on December 3, 2020, the Company announced that Robert F. O'Keef,
Jr., the Company's Vice President and Treasurer, will assume additional
responsibilities as interim Chief Financial Officer, effective January 1, 2021,
until such time as a permanent replacement has been identified.
Mr. O'Keef, 51, has served in his current role with the Company since November
2018. In this capacity, Mr. O'Keef oversees the Company's Treasury, Financial
Planning and Analysis, Risk Management and Insurance, Corporate Development and
Real Estate functions. Prior to joining the Company, Mr. O'Keef was employed by
Motorola Solutions, Inc., a global telecommunications company, where he served
as Corporate Vice President of Finance, from January 2016 to November 2018, and
as Corporate Vice President and Treasurer, from November 2012 to December 2015.
In connection with his appointment as interim Chief Financial Officer, on
January 4, 2021, Mr. O'Keef will receive a one-time grant of restricted stock
units ("RSUs") under the Company's 2015 Incentive Plan with an intended grant
date fair value of $250,000. The RSUs will vest, subject to Mr. O'Keef's
continued employment other than as a result of death, disability or termination
without cause, in three equal installments on the first, second and third
anniversaries of the grant date.
A copy of the Company's press release announcing Mr. Okray's resignation and
Mr. O'Keef's interim appointment is attached hereto as Exhibit 99.1 and is
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Document Description
99.1 Press release issued by the Company on December 3, 2020.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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