UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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ILLINOIS TOOL WORKS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
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[ITW LETTERHEAD]
April 20, 2011
To Our Shareholders
We are writing in response to the ISS’ recommendation to vote against one of our directors for having attended 73% of the total meetings of the board and committees on which he serves during the 2010 calendar year.
During his 27 years of distinguished service as an ITW board member, Mr. McCormack has demonstrated his strong commitment to the board, having never attended less than 75% of our meetings prior to 2010. Mr. McCormack’s attendance record in the last five years is shown below:
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2005
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100%
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2006
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82%
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2007
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100%
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2008
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100%
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2009
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85%
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During 2010, Mr. McCormack attended 80% of our Board meetings and 75% of our Audit Committee meetings. The only other committee on which Mr. McCormack serves is our Finance Committee, which met only twice during 2010. Mr. McCormack was unable to attend our August 2010 Board meeting. On that date both the Audit and Finance Committees met. That one day’s absence meant that he was able to attend only one of the two Finance Committee meetings, and brought his total percentage of meetings attended to 73%.
We do not believe that missing one day of service is in any way a negative indication of Mr. McCormack’s commitment or his ability to perform his function and be an effective representative of shareholders.
We urge you to vote FOR Mr. McCormack in light of the above.
Very truly yours,
/s/James H. Wooten, Jr.
James H. Wooten, Jr.
Secretary