Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) An annual meeting of shareholders ofW.W. Grainger, Inc. (the "Company") was held onApril 28, 2021 . (b) The number of shares issued, outstanding and eligible to vote at the meeting as of its record date ofMarch 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 ofErnst & Young LLP as independent auditor of the Company for the year endingDecember 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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