W.W. GRAINGER, INC. : Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

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

             Appointment of Certain Officers; Compensatory Arrangements of Certain
             Officers.

On December 14, 2022, John L. Howard, Senior Vice President and General Counsel of W.W. Grainger, Inc. (the "Company"), notified the Company of his intention to retire.

In addition, on December 15, 2022, the Company announced that Nancy L. Berardinelli-Krantz, age 45, will join the Company from Eaton Corporation, where she is Senior Vice President and Deputy Chief Legal Officer. Prior to Eaton, Nancy served in senior leadership positions at The Goodyear Tire & Rubber Company and worked for the international law firm of Jones Day. She is also a veteran of the United States Army, Judge Advocate General's Corps, where she served as a trial attorney in Fort Hood, Texas, and for the Contract Appeals Division in Washington, D.C. She also served as a trial defense counsel in Baghdad, Iraq.

Mr. Howard will step down as the Company's General Counsel effective as of Ms. Berardinelli-Krantz's employment start date, which the Company expects to be on or about January 30, 2023. Mr. Howard will continue as Senior Vice President until July 31, 2023, during which Mr. Howard will continue to receive his current base salary and will remain eligible to receive annual equity grants under the Company's 2022 Incentive Plan and annual incentive (bonus) under the Company's Management Incentive Plan. He then will provide services at his base salary rate to the Company as an active employee for six months to assist in the leadership transition, and will also be eligible to receive the other benefits that the Company offers its other employees.

A copy of the Company's press release announcing Mr. Howard's retirement and Ms. Berardinelli-Krantz's appointment as Senior Vice President and Chief Legal Officer is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

  Item 9.01. Financial Statements and Exhibits.




(d) Exhibits




Exhibit No.                                   Description

99.1 Press release issued by the Company on December 15, 2022. 104

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

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