W.W. Grainger, Inc. (GWW)
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Apr 27, 2026, 2:43 PM EDT - Market open
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AGM 2025

Apr 30, 2025

D.G. Macpherson
Chairman and CEO, Grainger

Good morning. I'm D.G. Macpherson, Grainger's Chairman and CEO. Welcome to our annual shareholders meeting, and thank you for joining us today. Before we begin, I'd like to go over today's agenda. First, we'll nominate the directors. Next, we'll discuss ratification of the auditor. Third, we'll review the Say-on-Pay advisory vote on the company's named executive officer's compensation. Fourth, we'll discuss a proposal to approve and adopt the amendment to the Restated Articles of Incorporation to eliminate cumulative voting rights, and then we'll vote on these matters. While our Inspector of Elections tallies the vote, I will highlight the strong results of 2024 and give a brief update on our key strategic initiatives. Finally, we will announce the preliminary voting results and respond to questions. Instructions for the meeting and how to ask questions were posted to our annual meeting website.

I'll now ask our Corporate Secretary, Paul Stanukinas, if the requirements for holding this meeting have been fulfilled.

Paul Stanukinas
Corporate Secretary, Grainger

Thank you, Mr. Chairman. We now have a quorum, and this meeting is properly convened. All of the matters described in the proxy statement are officially before the meeting.

D.G. Macpherson
Chairman and CEO, Grainger

Thank you, Paul. With this meeting properly convened, we can proceed. We have four proposals before us today for consideration. First, 12 individuals are proposed for election as directors. The candidates are Rodney Adkins, former Senior Vice President, IBM, and President, 3RAM Group. Rod has been a Grainger director for 11 years. George Davis, former Chief Financial Officer, Applied Materials, and former Executive Vice President and Chief Financial Officer, Intel. George has been a Grainger director for two years. Katherine Jaspon, Chief Financial Officer of Inspire Brands. Kate has been a Grainger director for four years. Christopher Klein, former Executive Chairman and Chief Executive Officer, Fortune Brands Home and Security. Chris has been a Grainger director for one year. Cindy Miller, former Director, President, and Chief Executive Officer, Stericycle. Cindy has been a director for one year.

Neal Novich, former Chairman of the Board, President, and Chief Executive Officer, Ryerson. Neal has been a Grainger director for 26 years. Beatrice Perez, Executive Vice President and Global Chief Communications, Sustainability, and Strategic Partnerships Officer of The Coca-Cola Company. She has been a Grainger director for eight years. Scott Santi, Non-Executive Chairman and former Chief Executive Officer of Illinois Tool Works. Scott has been a Grainger director for 15 years. Susan Slavik Williams, Founder, President, and Manager of Four Palms Ventures, and President and Director of The Donald Slavik Family Foundation. Susan has been a Grainger director for five years. Lucas Watson, Partner, Archer Venture Capital, and former President, MSG Sphere at Madison Square Garden Entertainment. Lucas has been a Grainger director for seven years. Steven White, former President, Special Counsel to the Chief Executive Officer of Comcast Cable. Steve has been a Grainger director for four years.

I am the remaining candidate who is standing for election. I have served the company for 17 years and have been a member of the board since 2016. Lastly, before we move on, I want to take a minute to recognize Stuart Levenick, who has retired from the board of directors after 19 years of service and will not stand for reelection. Stuart is a former group president of Caterpillar and has served Grainger and its board of directors with distinction, including as a member of the audit committee and board affairs and nominating committee, as well as a lead director. I want to express my sincere gratitude for Stu for his remarkable leadership, dedication, and the immense value that he has brought to Grainger for the last 19 years. His impact will be lasting, and I wish him all the best as he embarks on his well-deserved retirement.

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 2025 fiscal year. The board's audit committee previously nominated EY as the independent auditor. EY has served as the company's independent auditor since 2005. The third order of business is a Say-on-Pay advisory vote on the compensation of the company's named executive officers. The fourth order of business is the amendment to the Restated Articles of Incorporation vote to eliminate cumulative voting rights. I will now entertain a motion on four proposals: to elect the 12 directors standing for election, to ratify the appointment of EY for the 2025 fiscal year, to approve the advisory Say-on-Pay vote, and to amend the Restated Articles of Incorporation to eliminate cumulative voting rights. May I have a motion on the four proposals? Kyle?

Kyle Bland
VP of Investor Relations, Grainger

I move to adopt the following resolutions. Resolve that the company's shareholders hereby vote to elect each of the 12 nominees just introduced as candidates, all of whom were named in the company's proxy statement dated March 7th, 2025, for election as directors until the next annual meeting or until their successors have been elected and qualified. Further resolve that the appointment of EY as independent auditor of the company for the fiscal year ending December 31st, 2025, be ratified. Further resolve 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. And further resolve that the amendment to the Restated Articles of Incorporation to eliminate cumulative voting rights, including related notes and narrative, is hereby approved by the company's shareholders.

D.G. Macpherson
Chairman and CEO, Grainger

Is there a second for each of these four proposals?

Paul Stanukinas
Corporate Secretary, Grainger

I second the motion.

D.G. Macpherson
Chairman and CEO, Grainger

Thank you. There are now four matters before the shareholders for their vote. Any shareholders who haven't yet voted or wish 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 Elections, I'll take this opportunity to update you on our operations over the last year. 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.

I would also like to remind everyone that tomorrow morning we plan to release our Q1 2025 results, so my company update today will reflect solely on our 2024 performance. In 2024, the Grainger team continued to drive our strategy forward by remaining focused on what matters most: providing our customers with exceptional service and a great experience. On these core issues, we made strong progress this past year. We leveraged our technology, data, and analytical capabilities to drive differentiated value for our customers in both segments. We invested in supply chain capacity to extend our leadership position in MRO fulfillment, and we remained focused on fostering a workplace environment where all team members have the opportunity to build a rewarding career. A few highlights within the High-Touch model include: within merchandising, we have completed a first-pass review to our full assortment.

This is a tremendous milestone, and I'm proud of the continuous improvement mindset the team has taken to advance and standardize the process with this Evergreen initiative. Our marketing team is focused on driving continued strong returns on our ad spend. In 2024, we expanded our top-of-funnel marketing efforts to new channels to increase brand awareness. We also calibrated our digital marketing strategy to best capture in-the-moment demand. We continue to leverage our improved customer data to expand our sales force, adding new sellers in 2024 as part of our sales coverage initiative. Our customer solutions teams have implemented new homegrown software across our KeepStock platform to enhance our inventory management capabilities, and we are piloting new customer-facing tools which will provide access to enhanced data and insights, and we've made significant progress on enhancing our service capabilities and expanding our distribution center network.

This includes beginning construction on our new Houston area DC, continued progress at our new Northwest DC, and further investments in bulk warehouse capacity. In the Endless Assortment model, MonotaRO continues to execute exceptionally well, driving strong results, including 29% growth with enterprise customers. The business continued to see strong retention rates while deepening our share of wallet with core, small, and mid-sized B2B customers. The Zoro team made significant progress on expanding their marketing efforts, growing the assortment, and enhancing the customer experience. This work resulted in a steady flow of user acquisitions, improved customer retention, and a return to double-digit sales growth as we exited the year.

As a result of these advances and continued operational execution, even in the sluggish demand environment, we finished the year with over $17.2 billion in sales, up 4.2% on a reported basis or up 4.7% on a daily organic constant currency basis. Growth for the year included profitable share gain from our High-Touch Solutions U.S. business, which finished the year with roughly 100 basis points of total market outgrowth, including 325 basis points of outgrowth on a volume basis. In Endless Assortment, the segment showed significant top-line improvement with daily constant currency sales up 11.6%. Both Zoro and MonotaRO continue to win with their core B2B customer base and drive improved repeat purchase rates, positioning them well for the future.

Alongside the solid top line, the team also did a great job delivering continued strong margin performance, all while investing for the future, with operating margin finishing at 15.5% for the year. Together, these results fueled strong earnings with adjusted EPS up over 6% to $38.96 per share. ROIC finished at 41.6%, and operating cash flow was over $2.1 billion, which allowed us to return $1.6 billion to shareholders through dividends and share repurchases. Finally, I think it's important to reinforce how our most important asset, our people, are the cornerstone of our success. Our more than 26,000 team members live our purpose. We keep the world working every day. They are resolute in living our principles because we know the work we do matters. This ensures we get the best out of our talent and operate with the highest ethics and integrity.

Our company remains an employer of choice, as evidenced by being certified a Great Place to Work across North America and Panama. Additionally, in 2024, we were named the top-ranked company across all industries on the American Opportunity Index, which primarily focuses on the experience of workers in non-college degree roles and a company's ability to offer them growth and development no matter their career path. These recognitions are a testament to our culture, including our commitment to ensure all team members can have a meaningful and fulfilling career here at Grainger. Now that the voting is complete, I'd like to turn to the results. Would the Corporate Secretary please announce the outcome of the voting on the four proposals before the meeting?

Paul Stanukinas
Corporate Secretary, Grainger

Thank you, Mr. Chairman. As of the record date for this meeting, approximately 48 million shares are entitled to vote. The Inspector of Election has determined that a quorum is present and that each of the four proposals has been approved by the necessary votes. Accordingly, the corresponding resolutions have been adopted, and the 12 directors are elected. The appointment of EY as independent auditor has been ratified. The advisory Say-on-Pay vote has been approved, and the amendment to the Restated Articles of Incorporation to eliminate cumulative voting rights has been approved.

D.G. Macpherson
Chairman and CEO, Grainger

Thanks, Paul. Before closing out, I wanted to mention again that we look forward to announcing our first quarter results tomorrow. This concludes the formal business of the annual meeting of shareholders. I'll now answer some of the questions we gathered before the meeting. Thank you for submitting the questions. Our first question: how does the company plan to maintain its growth momentum in the coming years? We've been talking for years about making sure that we gain share on a volume basis, and our focus is, in the High-Touch model, continuing to make sure that we leverage our data assets, particularly our customer information and our product information, to provide better solutions for our customers. That includes digital solutions, which we've invested heavily in, and it also includes solutions at their place of business.

So we're investing heavily in making sure that we provide the right digital solutions, the right inventory management solutions for our customers. We have a lot of momentum in our efforts around merchandising, around marketing, around KeepStock, around seller coverage, around seller effectiveness. We're going to continue to leverage those in the High-Touch model to drive growth. In the Endless Assortment model, a lot of our growth is around continuing to have high-quality customer acquisitions but really getting better repeat business rates. We've seen a lot of progress there in the last couple of years, and we expect to continue to do that. So we got another question, which is: how are you feeling about the external environments? Obviously, there's a lot of uncertainty in the external environment right now. Our job is to make sure that we navigate that and continue to focus on the things that really matter.

We've been through a bunch of different external environments over the years, and for us, it's really about making sure that we serve our customers well, making sure that we take care of our team members, making sure that we do things that are financially prudent. That does not change in this environment at all, and I think there's probably an opportunity for us to deliver better than our competitors in a challenging environment and we had one more final submitted question, which is: how is Grainger thinking about future expansions in the supply chain network? We've announced several of the expansions already. We're putting in a new building in the Northwest DC, up there. That fills a gap that we have in terms of capacity. We're putting a new building in Houston, which adds capacity to Texas, which is a huge and growing market.

We're constantly looking at our network. We're going to continue to invest in regions where we have service gaps or the growth is outstripping our capacity, and I would expect that to continue on a fairly steady, consistent basis. So thank you for submitting the questions. With no more questions, may I have a motion for adjournment? Kyle?

Kyle Bland
VP of Investor Relations, Grainger

I move that we adjourn the meeting.

D.G. Macpherson
Chairman and CEO, Grainger

May I have a second?

Paul Stanukinas
Corporate Secretary, Grainger

I second the motion.

D.G. Macpherson
Chairman and CEO, Grainger

This meeting of shareholders is adjourned. Thanks again for your participation.

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