Graco Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect four nominees (Martha A. Morfitt, Mark W. Sheahan, Andrea H. Simon and Kevin J. Wheeler) to the Board of Directors for three-year terms expiring in 2029.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as Graco Inc.’s independent registered public accounting firm for the fiscal year 2026.

3. 3

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   An advisory, non-binding proposal to approve the compensation of the Company’s Named Executive Officers as disclosed in the Compensation Discussion and Analysis, compensation tables and related narrative in the Proxy Statement.

   More detail

   This non-binding management proposal asks shareholders to approve the Company’s executive compensation disclosures and program as presented in the proxy. Management is seeking an advisory endorsement to validate its compensation philosophy and program design, which emphasize pay-for-performance through a mix of base salary, short-term cash incentives tied to Net Sales and Incentive EPS, and long-term incentives delivered primarily as stock options. The Compensation Discussion and Analysis explains that short-term incentives were weighted 60% Net Sales and 40% Incentive EPS for 2025, with Incentive EPS excluding certain one-time acquisition and tax benefits, and that long-term incentives are intended to align executives’ interests with shareholders via option-based awards. The board and the Management Organization and Compensation Committee (MOCC) point to prior strong shareholder support (approximately 89% in recent say-on-pay votes) and to governance mechanisms—such as benchmarking to peer groups, independent compensation consultants, recoupment/recoupment policies, stock ownership guidelines, double-trigger change-in-control provisions, and annual MOCC risk reviews—as rationale for the program. The proposal is advisory and non-binding, but the Board commits to consider the voting outcome when evaluating future compensation decisions. Relevant context includes the Company’s consistent use of stock options as the sole long-term vehicle for decades, recent increases in executive payouts tied to above-target 2025 performance, and the MOCC’s explicit assessment that the compensation program does not encourage excessive risk-taking. For sophisticated evaluation, the proposal raises questions about reliance on a limited set of financial metrics (Net Sales and Incentive EPS), the exclusive use of options rather than a mix of equity vehicles, and the potential dilution from large option grants; the Board’s governance safeguards and historical shareholder approval mitigate, but do not eliminate, these concerns. Overall, a ‘for’ vote supports management’s view that the current mix and governance of executive pay appropriately aligns with long-term shareholder interests while a significant ‘against’ vote would signal investor concern about design or pay levels that the MOCC would need to address.

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When is the Graco Inc 2026 annual meeting?

Graco Inc (GGG) holds its 2026 annual shareholder meeting on Friday, April 24, 2026.

What is the record date for the Graco Inc 2026 meeting?

The record date for the Graco Inc 2026 meeting is Monday, February 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Graco Inc's 2026 meeting?

The board is presenting 4 director nominees at the Graco Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Graco Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Graco Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.