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


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

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.





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Item 9.01. Financial Statements and Exhibits.






(d) 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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