ILLINOIS TOOL WORKS INC

The proposal requests that the Board adopt a policy requiring any director who fails to receive a majority of votes cast in an uncontested election to leave the board as soon as possible and no later than nine months after the failed election. The proponent argues this would ensure shareholder votes rejecting a director are respected, enhance director accountability, and facilitate timely board refreshment. The supporting statement cites recent company performance and stock price concerns, segment revenue softness, analyst downgrades, and rising net debt as reasons shareholders might seek more rapid board change. The proposal is non-binding and would require the Board to implement the requested removal timetable if adopted.