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Get filing alertsITW stockholders elect 13 directors, approve executive pay and auditor at annual meeting
Filed May 12, 2026 · Period ending May 8, 2026 · ~1 min read
Key Changes
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low
All 13 director nominees elected for one-year terms with support ranging from 94.8% to 99.6% of votes cast, indicating routine uncontested elections.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Say-on-pay proposal approved with 95.0% support (223,001,149 For, 10,219,974 Against, 1,657,369 Abstain out of 258,546,543 shares represented).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Deloitte & Touche LLP ratified as independent auditor for 2026 with 95.1% support (245,595,971 For, 11,944,300 Against, 1,006,272 Abstain).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
low
Stockholder proposal on majority-vote standard for directors rejected with 88.0% opposition (26,694,895 For, 206,272,860 Against, 1,910,737 Abstain), showing strong alignment with current governance.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Illinois Tool Works held its 2026 annual meeting on May 8, reporting routine governance outcomes across all proposals. The company's 13 director nominees received strong support, with approval rates between 94.8% and 99.6% of votes cast. The quorum represented 258,546,543 shares, with 23,668,051 broker non-votes on director elections.
Executive compensation received 95.0% approval on an advisory basis, a healthy result indicating stockholder satisfaction with pay practices. The auditor ratification and rejection of a stockholder governance proposal both passed with similar margins, demonstrating alignment between management and stockholders on key governance matters. These results reflect a well-functioning annual meeting with no contested items or material governance concerns for retail holders to monitor.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
ITW held its 2026 annual meeting, electing 13 directors and approving executive compensation and auditor ratification.
Show 3 minor / wording changes
Added in current filing · verify on EDGAR →
223,001,14910,219,9741,657,36923,668,051
Stockholders approved executive compensation on an advisory basis with 95.0% support (223,001,149 For out of 234,878,492 votes cast). Opposition of 4.4% (10,219,974 Against) represents routine approval levels for say-on-pay proposals.
Added in current filing · verify on EDGAR →
245,595,97111,944,3001,006,272N/A
Stockholders ratified the appointment of Deloitte & Touche LLP as independent auditor for 2026 with 95.1% support (245,595,971 For out of 258,546,543 votes cast). This routine governance item passed with typical approval levels.
Added in current filing · verify on EDGAR →
26,694,895206,272,8601,910,73723,668,051
A non-binding stockholder proposal regarding directors who fail to obtain a majority vote was rejected with only 11.4% support (26,694,895 For out of 234,878,492 votes cast). The proposal received 88.0% opposition (206,272,860 Against), indicating strong stockholder alignment with current board governance practices.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify