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ITW > SEC Filings for ITW > Form 8-K on 7-May-2014All Recent SEC Filings

Show all filings for ILLINOIS TOOL WORKS INC

Form 8-K for ILLINOIS TOOL WORKS INC


7-May-2014

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting of the stockholders of the Company was held on May 2, 2014 for the purposes of (i) electing the twelve directors named in the Company's proxy statement to hold office until the next annual meeting of stockholders;
(ii) ratifying the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2014 fiscal year;
(iii) approving, on an advisory basis, a resolution approving executive compensation of the named executive officers as disclosed in the proxy statement; (iv) approving amendments to the Company's Restated Certificate of Incorporation to eliminate supermajority voting requirements; and (v) approving amendments to the Company's Restated Certificate of Incorporation to eliminate provisions regarding Board size. All twelve nominees for director as named in the Company's proxy statement for the meeting were elected by the votes set forth in the table below.

                      FOR         AGAINST   ABSTENTIONS Broker Non-Votes
Election of Directors
Daniel J. Brutto      327,725,870 608,282   493,828     38,460,319
Susan Crown           325,808,051 2,373,079 646,850     38,460,319
Don H. Davis, Jr.     326,380,501 1,912,480 534,999     38,460,319
James W. Griffith     327,313,478 1,018,850 495,652     38,460,319
Robert C. McCormack   324,977,154 3,315,530 535,296     38,460,319
Robert S. Morrison    326,312,338 1,988,082 527,560     38,460,319
E. Scott Santi        327,204,296 1,174,171 449,513     38,460,319
James A. Skinner      327,413,845 926,835   487,300     38,460,319
David B. Smith, Jr.   327,296,457 951,112   580,411     38,460,319
Pamela B. Strobel     327,760,188 584,118   483,674     38,460,319
Kevin M. Warren       327,385,260 932,747   509,973     38,460,319
Anré D. Williams      327,685,356 633,974   508,650     38,460,319

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the 2014 fiscal year was ratified by the votes set forth in the table below.

                          FOR          AGAINST    ABSTENTIONS     Broker Non-Vote
Ratification of           363,721,296  2,696,425  870,578         N/A
independent registered
public accounting firm

A Company proposal requesting that stockholders approve a non-binding resolution approving the compensation of the Company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission under "Compensation Discussion & Analysis," the Summary Compensation Table, the related compensation tables and the related narrative disclosures, in the March 21, 2014 proxy statement, passed with the following votes.


                          FOR          AGAINST    ABSTENTIONS     Broker Non-Vote
Advisory vote to approve  318,224,582  7,773,612  2,829,786       38,460,319
executive compensation

Amendment to eliminate supermajority voting requirements was approved by the votes set forth in the table below.

                          FOR          AGAINST    ABSTENTIONS     Broker Non-Vote
Amendment to eliminate    323,393,996  2,874,698  2,559,286       38,460,319
supermajority voting
requirements

Amendment to eliminate provisions regarding Board size approved by the votes set forth in the table below.

                          FOR          AGAINST    ABSTENTIONS     Broker Non-Vote
Amendment to eliminate    323,175,859  3,152,956  2,499,165       38,460,319
provisions regarding
Board size


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