Illinois Tool Works 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): February 10, 2012
ILLINOIS TOOL WORKS INC.
(Exact name of registrant as specified in its charter)
Registrant's telephone number, including area code: 847-724-7500
(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:
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) At its February 10, 2012 meeting, the Company’s Board of Directors elected Daniel J. Brutto and James W. Griffith as directors to serve until the May 2012 Annual Meeting and determined them to be independent. Mr. Brutto, age 55, is President of UPS International, responsible for all international package, freight forwarding and logistics businesses, as well as U.S. international package services. Previously, Mr. Brutto served as president of Global Freight Forwarding for UPS. Mr. Brutto has been appointed to the Audit and Finance Committees of the Board. The effective date of Mr. Brutto’s election and appointments is February 10, 2012.
Mr. Griffith, age 57, has been President and Chief Executive Officer of The Timken Company since 2002 and a member of Timken’s board of directors since 1999. Mr. Griffith has been appointed to the Audit and Compensation Committees of the Board. The effective date of Mr. Griffith’s election and appointments is March 1, 2012.
Messrs. Brutto and Griffith will participate in the standard non-employee director compensation arrangements described in the Company’s 2011 proxy statement, including an initial phantom stock unit award of 1,000 phantom stock units on the effective date of their election to the Board. The value of each unit equals the market value of one share of the Company’s common stock.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) At its February 10, 2012 meeting, the Company’s Board of Directors approved an amendment to the first sentence of Article III, Section 2 of the Company’s By-Laws, effective February 10, 2012, to increase the number of directors to twelve from ten. The text of Article III, Section 2, as amended, is as follows:
“SECTION 2. Number, Tenure and Qualifications. The number of directors of the corporation is established at twelve. Each director shall hold office for the term for which such director is elected or until a successor shall have been chosen and shall have qualified or until such director’s earlier death, resignation, retirement, disqualification or removal.”
Item 9.01Financial Statements and Exhibits
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.