What is the purpose of the proxy statement?
This proxy statement relates to Grainger’s 2002 annual meeting of shareholders to be held on April24, 2002 and any adjournment of that meeting. It contains information intended to help you make your voting decisions. We are sending the proxy statement to you because Grainger’s Board of Directors is soliciting your proxy to vote your shares at the meeting. The mailing of the proxy statement and other proxy soliciting material to you and other shareholders began on or about March22, 2002. What matters are scheduled to be presented? •The election of twelve directors. •A proposal to ratify the appointment of Grant Thornton LLP as Grainger’s independent auditors for the year ending December31, 2002. Who is entitled to vote? Holders of shares of common stock outstanding on Grainger’s books at the close of business on March4, 2002, the record date for the meeting, may vote. There were 93,551,269 shares of common stock outstanding at that time. How many votes do I have? In the election of dire
