ITWIllinois Tool Works
Deals with insiders in the proxy filed 2026-03-27
Deals between ITW and its directors, executives, owners of more than 5% or their families: a relative on the payroll, a plane the company charters from its CEO, a director's company that buys from it. SEC rules (Item 404) make the company list every such deal over $120,000 in its proxy statement.
New this year
Paragraphs about a deal, a person or a relative with nothing like them in the proxy filed 2025-03-21.
Nothing new: every deal in this year's section was reported last year too.
The whole section
5 paragraphs quoted as filed
Related-Party Transactions“We review related-party transactions in accordance with our Code of Conduct, by-laws and Corporate Governance Guidelines, rather than a separate written policy. A related-party transaction is a transaction involving the Company and any of the following persons: a director, director nominee or executive officer of the Company; a holder of more than 5 percent of ITW common stock; or an immediate family member or person sharing the household of any of these persons.”
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Related-Party Transactions“The ITW Code of Conduct states that our directors, officers and employees must avoid engaging in any activity that might create a conflict of interest or a perception of a conflict of interest. These individuals are required to raise for consideration any proposed or actual transaction that they believe may create a conflict of interest. Our by-laws provide that no related-party transaction is void or voidable solely because a director has an interest if (1) the material facts are disclosed to or known by the Board of Directors and the transaction is approved by the disinterested directors or an appropriate Board committee comprised of disinterested directors, (2) the material facts are disclosed to or known by the stockholders and the transaction is approved by the stockholders, or (3) the transaction is fair to the Company as of the time it is approved. Our Corporate Governance Guidelines provide that the Board will apply established Categorical Standards for Director Independence in making its independence determinations. Under the standards, certain relationships between the Company and a director would preclude a director from being considered independent.”
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Related-Party Transactions“Each director, director nominee and executive officer completes an annual Directors’ and Officers’ Questionnaire, which requires disclosure of any transactions with the Company in which he or she, or any member of his or her immediate family, has a direct or indirect material interest. The Corporate Governance and Nominating Committee reviews the results of these questionnaires and discusses any related-party transaction disclosed therein.”
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Related-Party Transactions“In addition, under its charter, the Audit Committee is responsible for conducting a reasonable prior review, and provide oversight, of all material related-party transactions for potential conflicts of interest and to approve such transactions only if it determines the transaction is consistent with the interests of the Company and its stockholders. In reviewing related-party transactions, the Audit Committee considers the factors set forth in our Code of Conduct, by-laws and Corporate Governance Guidelines, as well as other factors, including the Company’s rationale for entering into the transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to the Company as would be the case were the transaction entered into with a third party, and the potential for an actual or apparent conflict of interest. No member of the Audit Committee having an interest in a related-party transaction may participate in any decision regarding that transaction.”
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Insider Trading Policies and Procedures“We have adopted insider trading policies and procedures applicable to our directors, employees, contract workers, and their immediate family members. Our Insider Trading Policy prohibits the buying or selling of a company’s securities while in possession of material nonpublic information concerning that company (whether ITW or another company). The policy also requires directors, officers and certain other employees to pre-clear transactions in Company securities and provides for trading blackout periods. In addition, the Company also follows processes for the repurchase of its securities. We believe that both the Insider Trading Policy and the processes applicable to the Company are reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company. Our policies also prohibit entering into certain financial transactions, including stock options and any derivative transactions, as well using ITW securities as collateral for personal loans or holding shares in a margin account. The foregoing summary of our insider trading policies and procedures is not complete and is qualified by reference to our Insider Trading Policy, a copy of which was filed as Exhibit 19 to our 2024 Form 10-K.”
Read it in the proxy ↗
Paragraphs are compared by their words, not read by AI: one counts as new when no paragraph last year shares half of its words, or when it names a person or company last year's section did not. A deal reported again with a new amount is not new. Always check the filing. Open the proxy ↗ · Last year's proxy ↗