Item 5.07 Submission of Matters to a Vote of Security Holders.






     (a)  An annual meeting of shareholders of W.W. Grainger, Inc. (the
          "Company") was held on April 28, 2021.




     (b)  The number of shares issued, outstanding and eligible to vote at the
          meeting as of its record date of March 1, 2021 was 52,340,993.




   At the meeting:




          Management's nominees were elected as directors of the Company for the
          ensuing year. Of the 46,938,499 shares present in person or
          represented by proxy at the meeting, the number of shares voted for,
          the number of shares withheld/against (or abstained), and the number
          of broker non-votes were as follows with respect to each of the
          nominees:




                                             Shares
                     Shares Voted       Withheld/Against        Broker
Name                 for Election        (or Abstained)        Non-Votes
R. C. Adkins            37,094,020              3,557,045       6,287,434
B. P. Anderson          38,673,364              1,977,701       6,287,434
V. A. Hailey            38,295,384              2,355,681       6,287,434
K. D. Jaspon            40,516,919                134,146       6,287,434
S. L. Levenick          38,202,635              2,448,430       6,287,434
D. G. Macpherson        37,442,191              3,208,874       6,287,434
N. S. Novich            38,633,469              2,017,596       6,287,434
B. R. Perez             39,987,462                663,603       6,287,434
M. J. Roberts           39,373,458              1,277,607       6,287,434
E. S. Santi             39,742,292                908,773       6,287,434
S. Slavik Williams      40,137,102                513,963       6,287,434
L. E. Watson            40,516,058                135,007       6,287,434
S. A. White             39,621,821              1,029,244       6,287,434




          A proposal to ratify the appointment of Ernst & Young LLP as
          independent auditor of the Company for the year ending December 31,
          2021 was approved. Of the 46,938,499 shares present or represented by
          proxy at the meeting, 45,978,874 shares were voted for the proposal,
          918,261 shares were voted against the proposal and 41,364 shares
          abstained from voting with respect to the proposal.




          A non-binding advisory proposal to approve the compensation of the
          Company's Named Executive Officers was approved. Of the 46,938,499
          shares present or represented by proxy at the meeting, 37,845,158
          shares were voted for the proposal, 2,694,910 shares were voted
          against the proposal and 110,997 shares abstained from voting with

respect to the proposal. There were 6,287,434 broker non-votes.

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