itw8kannmtg.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________________________________

FORM 8-K


CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  May 4, 2012
_________________________

ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)

Delaware
1-4797
36-1258310
(State or other jurisdiction of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
     
3600 West Lake Avenue, Glenview, IL
  
60026-1215
(Address of principal executive offices)
  
(Zip Code)

Registrant's telephone number, including area code: 847-724-7500
 
Not Applicable
(Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[    ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[    ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


 
 
 
 
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 4, 2012 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 2012 fiscal year; and (iii) approving, on an advisory basis, a resolution approving executive compensation of the named executive officers as disclosed in the proxy statement.
 
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
385,774,206
813,815
256,314
47,134,232
Susan Crown
377,597,541
9,009,793
237,001
47,134,232
Don H. Davis, Jr.
383,452,389
3,105,407
286,539
47,134,232
James W. Griffith
381,117,755
5,465,266
261,314
47,134,232
Robert C. McCormack
378,331,313
8,264,872
248,150
47,134,232
Robert S. Morrison
380,691,230
5,900,532
252,573
47,134,232
James A. Skinner
377,085,668
9,535,073
223,594
47,134,232
David B. Smith, Jr.
378,883,830
7,723,547
236,958
47,134,232
David B. Speer
373,203,961
13,372,235
268,139
47,134,232
Pamela B. Strobel
380,869,941
5,731,080
243,314
47,134,232
Kevin M. Warren
381,362,359
5,211,500
270,476
47,134,232
Anré D. Williams
385,633,846
939,182
271,307
47,134,232
 
The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the 2012 fiscal year was ratified by the votes set forth in the table below.
 
 
FOR
AGAINST
ABSTENTIONS
Broker Non-Vote
Ratification of independent registered public accounting firm
429,831,106
3,803,234
344,227
N/A
 
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, 2012 proxy statement, passed with the following vote.

 
 
FOR
AGAINST
ABSTENTIONS
Broker Non-Vote
Advisory vote to approve executive compensation
371,198,592
11,309,750
4,335,993
47,134,232


 
 
 

 
SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



   
 
ILLINOIS TOOL WORKS INC.
   
   
Dated: May 9, 2012
By: /s/Maria C. Green
 
       Maria C. Green
 
       Senior Vice President, General Counsel & Secretary