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


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

On January 12, 2021 (the "Effective Date"), W.W. Grainger, Inc. (the "Company") announced that it has appointed Deidra C. Merriwether as Senior Vice President and Chief Financial Officer of the Company, effective immediately. Ms. Merriwether will succeed Robert F. O'Keef, Jr., whom had served as the Company's Interim Chief Financial Officer and will continue serving as the Company's Vice President and Treasurer. Mr. O'Keef's transition is not the result of any disagreement with respect to the Company's operations, policies or practices or the Company's independent auditors.

Since January 2020, Ms. Merriwether, age 51, served as Senior Vice President and President, North American Sales & Services of the Company. Previously, Ms. Merriwether served at the Company as Senior Vice President, U.S. Direct Sales and Strategic Initiatives, a position assumed in September 2017, Vice President, Pricing and Indirect Procurement, a position assumed in April 2016, and Vice President, Finance, Americas, a position assumed in September 2013. Ms. Merriwether is also serving on the board of directors of Weyerhaeuser Company, a timberlands and wood products company, a position she has held since November 2020.

In her new role, Ms. Merriwether will receive an annual base salary of $650,000 (subject to proration in 2021), a target annual incentive (bonus) opportunity equal to 90 percent of her annual base salary under the Company's Management Incentive Plan, and a target annual equity grant opportunity equal to $1,250,000 under the Company's 2015 Incentive Plan.

A copy of the Company's press release announcing Ms. Merriwether's appointment as Senior Vice President and Chief Financial Officer and Mr. O'Keef's continuation in his role as Vice President and Treasurer of the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.

Exhibit No. Document Description



  99.1        Press release issued by the Company on January 12, 2021.

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






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