Illinois Tool Works (ITW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 2, 2025, with virtual attendance available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by May 1, 2025.

• 401(k) plan participants have an earlier voting deadline of April 29, 2025.

Voting matters and shareholder proposals

• Election of 12 directors is on the agenda, with board recommending a vote for all nominees.

• Advisory vote on executive compensation (say-on-pay) is recommended for approval.

• Ratification of Deloitte & Touche LLP as independent auditor for 2025 is recommended for approval.

• Non-binding shareholder proposal for ratification of termination pay is recommended against by the board.

Board of directors and corporate governance

• Board has nominated a slate of 12 directors for election at the annual meeting.