UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 21, 2011
Graco Inc.
(Exact
name of registrant as specified in its charter)
| Minnesota | 001-9249 | 41-0285640 | ||
| (State or other jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 88-11th Avenue Northeast Minneapolis, Minnesota |
55413 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (612) 623-6000
Not Applicable
(Former name or former address, if changed since last report)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule-425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April 21, 2011, Graco Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual
Meeting”) in Minneapolis, Minnesota. Set forth below are the final voting results on each matter
submitted to a vote of security holders at the Annual Meeting. Each proposal is described in
detail in the Company’s Proxy Statement for 2011 Annual Meeting.
Proposal 1
The election of three directors to serve for three-year terms.
| Name | For | Withhold Authority | Broker Non-Votes | |||||||||
Patrick J. McHale |
27,902,322 | 20,074,089 | 6,011,572 | |||||||||
Lee R. Mitau |
24,410,819 | 23,565,592 | 6,011,572 | |||||||||
Marti Morfitt |
24,172,102 | 23,804,309 | 6,011,572 | |||||||||
Proposal 2
Ratification of the appointment of Deloitte & Touche LLP as our independent registered public
accounting firm for the fiscal year 2011.
| For | Against | Abstain | ||
| 53,559,753 | 351,169 | 77,061 | ||
Proposal 3
Advisory, non-binding resolution to approve our executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||
| 45,675,643 | 1,681,390 | 619,378 | 6,011,572 | |||
Proposal 4
Advisory, non-binding vote on the frequency for which shareholders will have an advisory,
non-binding vote on our executive compensation.
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||
| 41,617,276 | 1,083,187 | 4,734,457 | 541,491 | 6,011,572 | ||||
Proposal 5
Shareholder
proposal to adopt majority voting for the election of directors.
| For | Against | Abstain | Broker Non-Votes | |||
| 33,872,738 | 13,972,200 | 131,473 | 6,011,572 | |||
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GRACO INC. |
||||
| Date: April 26, 2011 | By: | /s/ Karen Park Gallivan | ||
| Karen Park Gallivan | ||||
Its:
Vice President, General Counsel and Secretary |
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