Item 1.01 Entry into a Material Definitive Agreement



On May 5, 2023, Illinois Tool Works Inc. (the "Company") entered into a
Euro-denominated credit agreement (the "Euro Credit Agreement") among the
Company, the lender(s) party thereto and ING Bank, N.V., London Branch, as
Agent. Under the Euro Credit Agreement, the Company may borrow up to
€1,300,000,000, including €300,000,000 of incremental commitment, subject to the
receipt of lender commitments and other conditions precedent. Any Loan (as
defined in the Euro Credit Agreement) will bear interest at a per annum rate
equal to the applicable EURIBOR rate (adjusted for any statutory reserves) plus
0.75% for the interest period selected by the Company of one, three or six
months; once repaid, in full or in part, a Loan may not be re-borrowed. Accrued
and unpaid interest is payable at the end of the applicable interest period
selected by the Company, but no less frequently than every three months. The
Euro Credit Agreement terminates and all amounts outstanding thereunder are
payable on May 3, 2024 (the "Termination Date"); provided, however, that the
Company may extend the Termination Date by six months on up to two occasions.

The Euro Credit Agreement contains customary representations, warranties, and
covenants, including but not limited to covenants restricting the Company's
ability to incur liens and merge or consolidate with another entity where the
Company is not the surviving entity. Further, the Euro Credit Agreement contains
a covenant requiring the Company to maintain its Interest Coverage Ratio (as
defined in the Credit Agreement) as of the end of each quarter at not less than
3.5 to 1.

The foregoing description of the Euro Credit Agreement is not complete and is qualified in its entirety by the terms and provisions of the Euro Credit Agreement, a copy of which is filed herewith as Exhibit 10(a) and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of the Registrant



On May 9, 2023, the Company submitted irrevocable notices to borrow
€1,300,000,000 under the Euro Credit Agreement. The Company expects to use
amounts borrowed under the Euro Credit Agreement for general corporate purposes,
which may include repayment of outstanding debt.

Item 5.07. Submission of Matters to a Vote of Security Holders



The annual meeting of the stockholders of the Company was held on May 5, 2023
for the purposes of (i) electing the ten director nominees named in the
Company's proxy statement for the meeting to hold office until the next annual
meeting of stockholders; (ii) approving, on an advisory basis, a resolution
relating to the compensation of the named executive officers as disclosed in the
Company's proxy statement; (iii) approving, on an advisory basis, the frequency
of the advisory vote on the compensation of the named executive officers; (iv)
ratifying the appointment of Deloitte & Touche LLP as the Company's independent
registered public accounting firm for 2023; and (v) considering a non-binding
stockholder proposal for an independent Board chairman.

All ten nominees for director named in the Company's proxy statement for the meeting were elected by the votes set forth below.



                             FOR         AGAINST      ABSTAIN     BROKER NON-VOTES
Election of Directors
Daniel J. Brutto           242,187,842    5,457,778     279,291           23,211,747
Susan Crown                236,311,786   11,354,904     258,221           23,211,747
Darrell L. Ford            244,036,833    3,584,584     303,494           23,211,747
Kelly J. Grier             246,101,683    1,534,943     288,285           23,211,747
James W. Griffith          239,679,462    7,902,213     343,236           23,211,747
Jay L. Henderson           245,854,178    1,768,414     302,319           23,211,747
Richard H. Lenny           240,397,623    7,253,449     273,839           23,211,747
E. Scott Santi             235,043,594   12,003,329     877,988           23,211,747
David B. Smith, Jr.        241,278,719    6,381,809     264,383           23,211,747
Pamela B. Strobel          234,805,209   12,889,417     230,285           23,211,747





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The non-binding advisory vote on the compensation of the Company's named executive officers as disclosed in the Company's proxy statement for the meeting was approved by the vote set forth below.



Advisory vote to approve             FOR                  AGAINST                ABSTAIN              BROKER NON-VOTES
executive compensation                 230,021,632             17,142,266               761,013                   23,211,747



The vote on the frequency of the advisory vote on the compensation of the
Company's named executive officers resulted in approval of a one-year frequency
by the vote set forth below. Consistent with a majority of votes cast with
respect to this proposal and with the recommendation of its Board of Directors,
the Company will hold a shareholder advisory vote on executive compensation
annually until the next required vote on the frequency of shareholder votes on
executive compensation.

Advisory vote regarding            ONE YEAR               TWO YEARS             THREE YEARS             ABSTENTIONS
frequency of vote on
executive compensation                  244,420,969               380,227               2,721,297                 402,418

The appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023 was ratified by the vote set forth below.



Ratification of independent registered             FOR                   AGAINST                ABSTAIN
public accounting firm                                261,717,599              9,073,700                345,359



The stockholder proposal for an independent Board chairman was defeated by the
vote set forth below.

Stockholder proposal for an            FOR                    AGAINST                ABSTAIN               BROKER NON-VOTES
Independent Board Chairman                 47,691,940             198,980,381              1,252,590                   23,211,747

Item 9.01 Financial Statements and Exhibits



(d) Exhibits

Exhibit Number                                            Exhibit Description
  10(a)                       Euro Credit Agreement dated as of May 5, 2023

among Illinois Tool Works Inc.,


                            the     l    ender(s) party thereto and ING

Bank, N.V., London Branch, as


                            Agent
104                         Cover Page Interactive Data file (embedded

within the Inline XBRL document)

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