PROXY STATEMENT
Table of Contents
Introduction
Election of Directors
Board of Directors and Board Committees
Director Compensation
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
Summary Compensation Table
Grants of Plan-Based Awards Table
Outstanding Equity Awards at Fiscal Year-End Table
Option Exercises and Stock Vested Table
Pension Benefits 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
Appendix A—W.W. Grainger, Inc. Categorical Standards for Director Independence
INTRODUCTION
