Ladies and gentlemen, thank you for standing by, and welcome to the W.W. Grainger Incorporated annual meeting. At this time, I would like to turn the conference over to Grainger's Chairman and CEO, Mr. D.G. Macpherson.
Good morning. I'm D.G. Macpherson, Grainger's Chairman and CEO. Welcome to our annual shareholders meeting. Thank you for joining us today. Before we review the state of the company, I think it's important that we recognize the current situation as the world battles the COVID-19 pandemic. Our thoughts are with everyone affected by this pandemic. The length and depth of the pandemic's impact on global economic markets has yet to be understood, and all businesses are faced with uncertainty as we all navigate our new reality. In fact, because we are committed to the health and safety of all our team members, customers, and shareholders, this is the first virtual shareholders meeting in Grainger's history. I'll speak more about our response to the pandemic shortly. Before we review the state of the company, I'd like to go over today's agenda. First, the nomination of directors. Next, the ratification of auditors.
Third, the say on pay advisory vote on the company's named executive officers' compensation, and finally, the voting on these matters. While our Inspector of Election tallies the votes, I will provide an overview of the current state of Grainger's business and our direction for 2020 and beyond. Finally, we will announce the preliminary voting results and provide an opportunity to shareholders for questions. Only validated shareholders may ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. I now ask our Corporate Secretary, Hugo Dubovoy, if the requirements for holding this meeting have been fulfilled.
Thank you, Mr. Chairman. We have a quorum, and this meeting is properly convened. All the matters described in the proxy statement are officially before the meeting.
Thank you, Mr. Dubovoy. With this meeting properly convened, we can proceed. We have three proposals before us today for consideration. First, 11 individuals are proposed for election as directors. The candidates are Rodney Adkins, former Senior Vice President of IBM. Rod has been a Grainger director for nearly six years. Brian Anderson, former Chief Financial Officer of OfficeMax and Baxter International. Brian has been a Grainger director for 21 years. Ann Hailey, former Executive Vice President and Chief Financial Officer of L Brands. Ann has been a Grainger director for 14 years. Stuart Levenick, former Group President of Caterpillar and a Grainger director for over 15 years. Stu is our Lead Director. Neil Novich, former Chairman, President, and Chief Executive Officer of Ryerson. Neil has been a Grainger director for 21 years.
Bea Perez, Senior Vice President and Chief Communications, Public Affairs, Sustainability, and Marketing Assets Officer at The Coca-Cola Company. Bea has been a Grainger director for three years. Michael Roberts, former Global President and Chief Operating Officer of McDonald's Corporation. Mike has been a Grainger director for 14 years. Scott Santi, Chairman and Chief Executive Officer of Illinois Tool Works. Scott has been a Grainger director for 10 years. Susan Slavik Williams, President of the Donald Slavik Family Foundation, and Director and Chair of the Compensation Committee of Mark IV Capital. Susan is a new nominee to the board this year. Lucas Watson, Chief Marketing Officer and Rideshare General Manager at GM Cruise. Lucas has been a Grainger director for three years. I am the remaining candidate who is standing for election.
I have served the company for 12 years and have been a member of the Board since October of 2016. Finally, after serving on Grainger's Board of Directors since 1987, Jim Slavik has elected not to run for re-election to the Board in 2020. Jim, Chairman of Mark IV Capital, has served Grainger and its Board of Directors with distinction, including as Chairman of the Audit Committee and the Board Affairs and Nominating Committee, and as a member of the Compensation Committee of the Board. Jim continues a long relationship that the Slavik family has had with Grainger and has been fully committed to the company's success. Jim's business experience, strategic vision, and special insights have been invaluable. We will miss Jim's perspective and contributions. I want to thank Jim for his dedication and service over the past 33 years.
Since we have no notice of further nominations, the nominations are closed. The second proposal is to ratify the appointment of the independent auditor, Ernst & Young LLP, for the 2020 fiscal year. The board's Audit Committee previously nominated Ernst & Young LLP as the independent auditor. Last year, the company's shareholders ratified this appointment at the annual meeting. The third order of business is the say on pay advisory vote on the compensation of the company's named executive officers. The Chairman will now entertain a motion to elect the 11 directors standing for election, ratify the appointment of EY for the 2020 fiscal year, and approve the advisory say on pay vote. May we have a motion on the three proposals before us? Ms. Holman.
I move to adopt the following resolutions. Resolved that the company's shareholders hereby vote to elect each of the 11 nominees just introduced as candidates, all of whom were named in the company's Proxy Statement dated March 19, 2020, for election as directors until the next annual meeting or until their successors have been elected and qualified. Further resolved that the appointment of Ernst & Young LLP as independent auditor for the company for the fiscal year ending December 31, 2020, be ratified. Further resolved that the compensation of the company's named executive officers, as disclosed in the Compensation Discussion and Analysis section of the Proxy Statement, including the related tables, notes, and narrative, is hereby approved by the company's shareholders.
Is there a second for each of these three proposals?
I second the motion.
We now have three matters before the shareholders. We will now proceed to vote. Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Remember, you must have your control number from your proxy card in order to vote during the meeting. While the votes are being tallied and reviewed by the inspector of election, I will provide a brief business update. Typically, at our annual shareholders meeting, I'd spend the majority of the business review sharing our 2019 performance and 2020 outlook.
Given the current situation with the COVID-19 pandemic and the fact that like many companies dealing with this global macroeconomic uncertainty, we pulled our 2020 guidance last week, I think it's important to focus on what we've seen so far in 2020 and how we are positioned to weather this pandemic and the resulting economic slowdown and to be in a solid position following this pandemic. As a reminder, some of our comments today may be forward-looking based on our current view of future events. Actual results may differ materially as a result of various risks and uncertainties, including those detailed in our SEC filings. Reconciliations of any non-GAAP measures have been included in our earnings release, which are available on our IR website.
Before we start, I want to thank our 25,000 team members across the globe who continue to live our principles and are working hard to achieve our purpose to keep the world working. We are an essential business supporting hospitals, governments, first responders, food manufacturers, distribution companies, and many others that are fighting this fight on the front lines. These are incredibly stressful times for all. From our team members who are on-site with customers helping them work through day-to-day challenges to those ensuring orders are picked, packed, and shipped properly, I'm proud of the work we're doing to keep our team members, customers, and communities safe. I'm also thankful for our supplier and logistics partners' efforts to help us provide much-needed products to our customers in this desperate time of need.
To make this come to life, I thought I would share a photo I received from one of our leaders at a branch located in Brooklyn, N.Y. This particular branch and its Crossboro partner in Mass., they're both situated in between a number of hospitals that are at the epicenter of the pandemic site. Each day, the teams at both locations dutifully come to work, hang their American flag, and roll up their sleeves to keep America running. This spirit inspires me, makes me truly proud to lead this company, and gives all of us hope in our ability to get through this crisis. Now, let me provide you some color on the actions we have and continue to take in response to the pandemic. The biggest concern right now is our collective health and well-being. As a business, that is our absolute number one priority.
When we look back on this crisis, it is how we will all be judged. With health as the primary focus, we have established three priorities during this challenge. First, we must continue to serve our customers well. These are the customers that have so much to do with supporting the healthcare system and other critical industries in the U.S. and other countries in which we operate. Second, we must support team members by providing a safe environment and as much job continuity as possible. During this period, everyone is scared, and we are trying to provide team members stability and safety. Third, we must ensure that we remain in a strong financial position in order to execute on our first two priorities and remain positioned to thrive when we move beyond the pandemic.
We have and will continue to ground our decision-making process with these three objectives in mind. Starting with the first point, Grainger has been designated an essential business for all of our locations around the globe, allowing us to continue to serve our customers and live out our purpose. In many cases, we are working side by side with hospitals, state and local governments, and critical manufacturing businesses to ensure they can keep doing their critical work. This has been a challenging period. The virus has created significant supply-demand imbalances for PPE and other products, creating substantial challenges for our customers. We have had to make tough choices about prioritization, and the challenge will continue into the near future. Our team is working very hard to find solutions to help our customers. In some cases, this has meant being creative with product solutions in the short term.
We continue to be a valued partner to all our customers, even as we prioritize the healthcare system. Internally, we have changed the way our branch, DC, and sales team members are working to ensure safety in this COVID-19 environment as we continue to serve these customers. We are following guidance from the CDC, Public Health Agency of Canada, the World Health Organization, and federal and state governments. In many cases, we have gone beyond the guidelines, including taking temperature checks at our facilities. On the supply chain front, our world-class supply chain has remained resilient, with minimal disruptions to date on non-pandemic related items. We continue to maintain high service levels and are leveraging our strong relationships with our suppliers and transportation partners to secure products and ensure we meet our same-day ship complete delivery promise as regularly as possible.
This is truly an unprecedented challenge, and getting America back to work is essential. Let me assure you that Grainger is holding true to our values. We will continue to work with customers and supplier partners to find the best solutions. Let me be clear, on all pandemic products, we are honoring our contracts and do not raise prices unless necessary to recover our increased cost. Moving to our second priority, we are committed to making decisions with team members' best interest in mind. Grainger is a sound business with a long-standing belief in the need to have a stable workforce to serve customers and keep the world working.
When we emerge from the pandemic, we want to ensure that we are well-positioned with an experienced team to capitalize on the recovery. While we don't yet know the full financial impact the COVID-19 pandemic will have on our business, we have contingency plans in place for any eventuality. Our third priority is around maintaining our financial strength. In short, we are well-positioned with an exceptionally strong balance sheet and a robust liquidity position. We are prepared for a multitude of scenarios and have already implemented a number of changes focused on cash flow in the near term. Our strong financial position should enable us to withstand even the most challenging economic and market environments while allowing continued investment through the cycle.
As we move forward, we will continue to evaluate all actions to ensure we are meeting our priorities to serve our customers, support our team members, and ensure we remain on a strong financial footing. Now that the voting is complete, I'd like to turn to the results. Would the secretary please announce the outcome of the voting on the three proposals before the meeting?
Thank you, Mr. Chairman. As of the record date for this meeting, approximately 54 million shares are entitled to vote. The inspector of election has determined that a quorum is present and that each of the three proposals has been approved by the necessary votes. Accordingly, the corresponding resolutions have been adopted and the 11 directors are elected, the appointment of Ernst & Young as independent auditor has been ratified, and the advisory say-on-pay vote has been approved.
Thank you. Turning now to our annual dividend. The Board of Directors has elected to approve a dividend of $1.44 per share. Even in these uncertain times, we understand the importance of our dividend program. We are proud of our dividend history and will consider the opportunity for dividend increases in the future. This concludes the formal business of the annual meeting of shareholders. We would like to open up things for our shareholder questions to be answered on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be responded to via email. If you have a question, please send in your question via the designated field on the web portal.
Out of consideration for others, please limit yourself to one question. As a reminder, only validated shareholders may ask questions.
We have our first question. The recent growth in the size of passive mutual funds corporate ownership interest in U.S. corporations has been dramatic. The Carpenters Funds believe the growing concentration of ownership raises important public and corporate governance issues. Currently, BlackRock holds 5.9% and Vanguard holds 10.8% of the company's outstanding shares. Our review indicates that Vanguard manages a significant portion of the assets of companies' retirement plans. Does the board see this growing ownership concentration as a positive or negative development as regards long-term corporate planning and performance? Also, are there potential conflicts of interest when a 5% holder is managing company retirement plan assets? Thank you.
Thank you for the question. As a large cap company, we are in a number of indices and held by many types of investors, both passive and active. We really view our obligation is to manage all shareholders, so we don't really see the trend as either positive or negative. Our expectation is that we're going to manage ourselves to create value for all shareholders.
Thank you. I have another question. The Carpenters Union Pension Funds, with combined assets of $70 billion, have a collective ownership position of 16,800 shares of company common stock. As long-term shareholders, we appreciate the efforts of the company to address the difficulties faced by employees, customers, and other important stakeholders during the COVID-19 pandemic. The company presently uses a plurality vote standard in the election of directors. Has the board considered the adoption of a true majority vote standard in the election of directors, and if so, why has it chosen to retain a plurality vote standard? Thank you.
As required by Illinois statute, Grainger has always had majority voting for election of directors. We do have cumulative voting for directors. It's a fairly technical question. We would be glad to have our Corporate Secretary visit with you after the meeting to review our processes and voting standards. Thanks for the question.
I have no further questions at this time.
Thank you. There being no more questions, may I have a motion for adjournment?
I move that we adjourn the meeting.
May I have a second?
I second the motion.
This meeting of shareholders is adjourned. Thanks again for your participation.