Illinois Tool Works (ITW) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 8, 2026, to be held virtually via live webcast.

• Shareholders can access proxy materials online or request paper/email copies before April 24, 2026.

• Voting is available online until May 7, 2026, with earlier deadlines for retirement plan accounts.

Voting matters and shareholder proposals

• Election of 13 director nominees is on the agenda, with board recommending a vote for all.

• Advisory vote to approve executive compensation for named executive officers.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Non-binding shareholder proposal regarding directors who fail to obtain a majority vote, with board recommending against.

Board of directors and corporate governance

• List of 13 director nominees provided for election at the annual meeting.