W.W. Grainger, Inc. (GWW) Earnings Call Transcript & Summary

Good morning, and welcome to the W.W. Grainger, Inc. 2021 Virtual Annual Meeting of Shareholders. I would now like to introduce the first presenter, Mr. D.G. Macpherson.

Good morning. I'm D.G. Macpherson, Grainger's Chairman and CEO. Welcome to our Annual Shareholders Meeting, which due to the continuing public health impacts of the COVID-19 pandemic, we are again hosting solely in a virtual format this year. Thank you for joining us today. Before I provide a company update, I'd like to go over today's agenda: first, the nomination of directors; next, the ratification of auditors; third, the Say on Pay advisory vote on the company's named executive officers' compensation; and finally, the voting on these matters. While our inspector of election tallies the votes, I will provide some commentary on our recent resegmentations to align our financial reporting to the company's 2 business models. I'll discuss how The Grainger Edge, the company's strategic cultural framework, underlies the success of these models. And I'll cover our commitment to corporate responsibility. Finally, we will announce the preliminary voting results and provide an opportunity for shareholders to ask questions. Instructions for the meeting and how to ask questions were posted to our Annual Meeting website. If you are a validated shareholder, you can use the designated field on the web portal to ask questions. [Operator Instructions] I now ask our Corporate Secretary, Hugo Dubovoy, if the requirements for holding this meeting have been fulfilled.

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

Thank you, Mr. Dubovoy . With this meeting properly convened, we can proceed. We have 3 proposals before us today for consideration. First, 13 individuals are proposed for election as directors. The candidates are: Rodney Adkins, former Senior Vice President of IBM. Rod has been a Grainger director for 7 years. Brian Anderson, former Chief Financial Officer of OfficeMax and Baxter International. Brian has been a Director of Grainger for 22 years. Ann Hailey, former Executive Vice President and Chief Financial Officer of L Brands. Ann has been a Grainger director for 15 years. Katherine D. Jaspon, Chief Financial Officer, Dunkin' & Baskin Robbins at Inspire Brands. Katherine is a new nominee to the Board this year. Stuart Levenick, former Group President of Caterpillar, and a Grainger director for over 16 years. Stuart is our Lead Director. Neil Novich, former Chairman, President and Chief Executive Officer of Ryerson. Neil has been a Grainger director for 22 years. Bea Perez, Senior Vice President and Chief Communications, Sustainability, and Strategic Partnerships Officer of The Coca Cola Company. Bea has been a Grainger director for 4 years. Michael Roberts, former Global President and Chief Operating Officer at McDonald's Corporation. Mike has been a Grainger director for 15 years. Scott Santi, Chairman and Chief Executive Officer of Illinois Tool Works. Scott has been a Grainger director for 11 years. Susan Slavik Williams, President of the Donald Slavik Family Foundation, and President of Four Palms Ventures. Susan has been a Grainger director for 1 year. Lucas Watson, Senior Vice President, Go To Market at Cruise LLC. Lucas has been a Grainger director for 4 years. Steven White, President, Special Counsel to the CEO at Comcast Cable. Steve joined the Board in 2020. I am the remaining candidate that's standing for election. I have served the company for 13 years and have been a member of the Board since October 2016. 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 2021 fiscal year. The Board's Audit Committee previously nominated Ernst & Young LLP as an independent auditor. EY has served as the company's independent auditor since 2005. The third order of business is the Say on Pay advisory vote on the compensation of the company's named executive officers. The Chairman will now entertain a motion on 3 proposals to elect the 13 directors standing for election, ratify the appointment of EY for the 2020 fiscal year and approve the advisory Say on Pay vote. May I have a motion on the 3 proposals, Mrs. Holman?

I move to adopt the following resolutions resolve that the company's shareholders hereby vote to elect each of the 13 nominees just introduced as candidates, all of whom were named in the company's proxy statement dated March 18, 2021, for election as directors until the next Annual Meeting or until their successors have been elected and qualified. Further resolved that the appointment of Ernst & Young LLP as independent auditor for the company for the for the fiscal year ending December 31, 2021, be ratified. And 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.

Is there a second for each of these 3 proposals?

I second the motion.

There are now 3 matters before the shareholders for their votes. Any shareholder who hasn't yet voted or wishes 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 election, I would like to provide a company update. Now typically, at our Annual Shareholders Meeting, I spend the majority of the business review discussing prior year performance and our Q1 results. As a result of our recent resegmentation, however, our Q1 earnings release is scheduled for this Friday, April 30. Accordingly, the company update will focus on the alignment of our financial reporting for the company's 2 business models through our recent resegmentation; how The Grainger Edge, the company's strategic and cultural framework, underlies the success of these models; and our commitment to corporate responsibility. 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. Throughout Grainger history, we have been focused on serving industrial customers well by understanding their changing purchasing patterns and aligning our value proposition to each customer profile. We are a company built on a foundation of deep industry know-how, a best-in-class supply chain, a solid financial position and a strong culture committed to corporate responsibility. This foundation supports our 2 distinct business models, High-Touch Solutions and Endless Assortment, allowing us to serve customers with varying needs. Recently, we announced the resegmentation of our business, aligning our financial reporting statements with our core business models. Our goal is to drive more effective communication with our stakeholders. We are very excited to have our reporting structure better-aligned with our strategy. Within the High-Touch Solutions North America segment, we serve customers that are part of large and midsized businesses. These customers may operate in one location or across many different sites and often have a complex procurement process. These customers are looking for a strategic partner with an offer that can be tailored to meet both their product and service needs. They value a partner that brings technical expertise, a knowledgeable sales and services team and solutions like inventory management, while helping them reduce their total cost of ownership. We provide advantaged MRO solutions, which consist of our broad product assortment, deep expertise and superior digital solutions. We then leverage these solutions to our talented sales and services teams to build deep customer relationships based on an exceptional customer experience. In addition, we deliver unparalleled customer service, leveraging our fulfillment capabilities. This value proposition continues to be a differentiating factor in how we serve our large and midsized customers. In our Endless Assortment model, we serve businesses with an expansive product offering. These customers tend to be smaller businesses with simpler ordering and purchasing processes. They know what products they need to run their business, purchasing is more straightforward and their service needs are narrow. This customer group values an expansive product assortment, they are looking for a one-stop shop for all their business needs, including items traditionally outside MRO. Our product assortment at both Zoro and MonotaRO has continued to grow, now at over 6 million and 20 million SKUS, respectively. We also provide an innovative B2B customer experience through our e-commerce and delivery platform. The Grainger Edge shown here provides a foundational framework for our strategy as we work to consistently serve our customers and gain share across both business models. At Grainger, our purpose is to keep the world working. In a year of unprecedented health and economic challenges, Grainger's 23,000 team members lived into this purpose and helped our customers continue to operate safely and efficiently, keeping customers and economies going. I'm proud of our team and how we delivered for our customers, team members, communities and shareholders in 2020. The Edge also outlines a set of principles that define the behaviors our team members commit to when working with each other, our customers and our supplier partners. We hold ourselves accountable to these principles, which help us execute our strategy and create value for our shareholders. These are hard expectations, they're not just words on a page. We're committed to making these principles come to life in everything that we do. Finally, turning to the last section here, highlighting our ESG program. We are very proud of the accomplishments we have made at Grainger in this area and are committed to transparency in our ESG strategies and continuing progress towards our goals. During 2020, the company made strong progress on ESG efforts. We also achieved external recognition for our efforts. Grainger was awarded the top score of 100% on the 2020 Corporate Equality Index. The company obtained a 90% rating in the Disability Equality Index for the second consecutive year. And the company was designated as one of the Best Places to Work for Disability Inclusion for the fourth consecutive year. Finally, as announced in 2019, the company remains a signatory to The Chicago Network Equity Pledge and is committed to achieving 50% representation of women in leadership positions by 2030. In keeping with the company purpose, we'd keep the world working, Grainger takes a long-term view of critical issues surrounding the environment, corporate governance and society at large. We also aim to help others, especially our team members, customers, investors, suppliers and communities incorporate these principles into their daily lives. As a result, we believe Grainger will continue to be an attractive and sustainable investment option for many years to come. Now that the voting is complete, I'd like to turn to the results. Will the secretary please announce the outcome of the voting on the 3 proposals before the meeting?

Thank you, Mr. Chairman. As of the record date for this meeting, approximately 52 million shares are entitled to vote. The inspector of election has determined that a quorum is present and that each of the 3 proposals has been approved by the necessary votes. Accordingly, the corresponding resolutions have been adopted and the 13 directors are elected; the appointment of EY as independent auditor has been ratified; and the advisory Say on Pay vote has been approved.

Thank you. Turning now to our dividend. Earlier today, the Board of Directors elected to increase our quarterly cash dividend to $1.62 per share, up 6% from the dividend in March 2021. This is the 50th consecutive year of increased dividends and reinforces Grainger's commitment to its shareholders. The company also has a long history of returning value to its investors through share repurchase. Today, the Board of Directors replaced the existing share repurchase program and authorized the additional repurchase of up to 5 million shares of the company's outstanding common stock. Since the program's inception in 1984, Grainger has reduced the number of shares outstanding by more than 50%. We are proud of our continued commitment to returning value to our shareholders through our dividend and our share repurchase programs. This concludes the formal business of the Annual Meeting of Shareholders. Now we would like to open up things for shareholder questions to be entered on the web portal.

Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Any questions that we do not get to will be responded to after the meeting. If you have a question, please send in your question via the designated field on the web portal. [Operator Instructions] As a reminder, only validated shareholders may ask questions.

We have our first question. The Carpenter Pension Funds collectively hold over 19,000 shares of the company's common stock. As long-term investors, we believe the executive compensation plan should be designed to drive the successful execution of the company's long-term strategic business plan. We are supportive of the company's compensation plan and appreciate recent changes to the plan. With regards to restricted stock units that deliver half of the long-term compensation value, could you or the Compensation Committee Chair address the individual performance factors that are considered in setting the RSU award amounts and the rationale for the relatively short 3-year ratable vesting schedule for the RSUs?

Thank you for your comments about our compensation systems and practices. Our Board's compensation committee has an independent compensation consultant pay governance that helps us establish executive pay and executive session without management present. Executive pay levels are established based on many factors, including the relative competitive market levels and the executives' financial performance and adherence to living our principles. Our independent compensation consultant helps us establish the competitive features of our programs, including the vesting schedule. They indicate that 3-year ratable vesting for RSUs is the most common vesting schedule and helps us attract and retain top talent and align to long-term share gain.

We have another question. The topic of stakeholder capitalism has received considerable attention recently. As long-term pension fund investors, the Carpenter Funds appreciate the sentiments embodied in the stakeholder capitalism perspective, but feel that the execution could be complicated. Could you discuss the Board's perspective on the concept of stakeholder capitalism and what principles the board would use to balance the interest of varied stakeholders as it develops and implements the company's long-term business strategy?

Sure. Thanks for the question. As I mentioned in my remarks, we have a strong belief that providing value to all stakeholders drive shareholder value. For us, it all starts with providing value to our customers to keep them working, that's our purpose. We also recognize the need to work closely with suppliers who are critical delivering value to our customers. And finally, we have a history of supporting the communities where we live and work, and we're really passionate about helping communities strive. And we believe that a commitment to all stakeholders results in long-term shareholder value creation. We believe it's aligned to value creation as opposed to being something that we have to work around. So we really strongly believe that supporting all stakeholders is critical to shareholder value creation.

I have no further questions at this time.

Okay. Well, thank you for the questions. There being no further questions, may I have a motion for adjournment for the meeting?

I move that we adjourn the meeting.

And I second the motion.

Thank you. So this meeting of shareholders is adjourned. Thank you again for participating, and have a great week.