Business Context and Reporting Period
This Form 8-K filing by Graco Inc. reports the results of the Annual Meeting of Shareholders held on April 24, 2026. The filing details the voting outcomes for director elections, auditor ratification, and executive compensation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance voting results.
Material Changes and Voting Results
The following matters were submitted to a vote of security holders:
- Proposal 1: Election of Directors
- Martha A. Morfitt: Elected with 106,863,596 votes For vs. 28,824,596 Against.
- Mark W. Sheahan: Elected with 132,724,160 votes For vs. 2,951,700 Against.
- Andrea H. Simon: Elected with 132,597,162 votes For vs. 3,074,266 Against.
- Kevin J. Wheeler: Elected with 122,499,664 votes For vs. 13,190,197 Against.
- Proposal 2: Auditor Ratification
- Shareholders ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2026.
- Votes: 136,856,929 For vs. 8,452,772 Against.
- Proposal 3: Executive Compensation (Say-on-Pay)
- Shareholders approved the compensation paid to Named Executive Officers on an advisory basis.
- Votes: 92,678,242 For vs. 42,778,401 Against.
Management Commentary and Outlook
The Management Organization and Compensation Committee acknowledged the voting results on the executive compensation advisory resolution. The Committee intends to consider these results during the remainder of 2026 and plans to engage with key shareholders to obtain their views on the Company's executive compensation strategy.
Investor Verification Checklist
- Verify the significant "Against" vote percentage for Director Martha A. Morfitt (approx. 21% of total votes cast).
- Review the 2026 Proxy Statement (filed March 11, 2026) for details on the executive compensation package that received a substantial "Against" vote (approx. 32% of total votes cast).
- Confirm the engagement plans of the Compensation Committee regarding shareholder feedback on pay practices.