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ITW, Relational Investors LLC Announce Cooperation Agreement

Agreement creates option to appoint Relational CEO to ITW’s board.

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GLENVIEW, Ill. – Illinois Tool Works Inc. (ITW) and Relational Investors LLC have entered into a mutual cooperation agreement giving Relational an option to appoint David Batchelder, its principal and co-founder, to ITW’s board of directors.  
 
"ITW and Relational have engaged in a series of productive discussions about our business and growth prospects," said David Speer, ITW’s chairman and CEO.  "We welcome open dialogue with and input from our shareholders and are pleased to have reached this agreement with Relational. Our board and management team remain committed to generating profitable growth and delivering strong returns, and we look forward to continuing to enhance value for all of our shareholders."
 
The mutual cooperation agreement provides Relational with an option to appoint Batchelder to the ITW board of directors at Relational’s request any time after ITW’s 2012 Annual Meeting of Stockholders or 60 days prior to ITW’s 2013 Annual Meeting of Stockholders. Should Batchelder join the company’s board, ITW agrees to re-nominate him at the company’s 2013 Annual Meeting of Stockholders for a customary one-year term.  During the term of the agreement, Relational has agreed to support the company’s recommendations for nominees to the board.
 
Relational began investing in ITW shares in mid-2011 and, as of the quarter ending Dec. 31, owns approximately 2.1 percent of ITW’s common stock.
 
 
 

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