This excerpt taken from the GWW DEF 14A filed Mar 16, 2007.
Proxy for Annual Meeting of Shareholders, April 25, 2007
The undersigned hereby appoints Richard L. Keyser and P. Ogden Loux, and each of them, proxies of the undersigned with full power of substitution to represent the undersigned and to vote all of the shares of the Common Stock of W.W. Grainger, Inc. which the undersigned is entitled to vote at the Annual Meeting of Shareholders of W.W. Grainger, Inc. to be held on April 25, 2007 and at any and all adjournments thereof, with all the powers the undersigned would possess if personally present and voting thereat.
A majority of said proxies or substitutes who shall be present at the meeting may exercise all powers hereunder. All proxies will be voted as specified. If no specification is made, the proxy will be voted FOR items 1 and 2. The proxy holders reserve the right to cumulate votes and cast such votes in favor of the election of some or all of the applicable director nominees in their sole discretion.
(Continued and to be voted, signed and dated on reverse side.) .
Table of Contents
ELECTION OF DIRECTORS
BOARD OF DIRECTORS AND BOARD COMMITTEES
OWNERSHIP OF GRAINGER STOCK
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORT OF THE AUDIT COMMITTEE OF THE BOARD
AUDIT FEES AND AUDIT COMMITTEE PRE-APPROVAL POLICIES AND PROCEDURES
REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD
COMPENSATION DISCUSSION AND ANALYSIS
Example of 2006 MIP Payout
Summary Compensation Table
Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End Table
Option Exercise and Stock Vested Table
Nonqualified Deferred Compensation Table
Other Potential Post-Employment Payments Tables
EQUITY COMPENSATION PLANS
TRANSACTIONS WITH RELATED PERSONS
PROPOSAL TO RATIFY THE APPOINTMENT OF INDEPENDENT AUDITOR