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Item 9A. Controls and Procedures

2021-02-16 compared with 2020-02-18 · 44 added, 44 removed, 194 unchanged (31% of the section changed)

2 unchanged sentences

As of the end of the fiscal year covered by this report, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act)).

This evaluation was done under the supervision and with the participation of the Company’s President and Chief Executive Officer, the Chief Financial Officer and Treasurer, and the Executive Vice President, Corporate Controller and Information Systems.

Based upon that evaluation, they concluded that the Company’s disclosure controls and procedures are effective.

17 unchanged sentences

Our Company intends to post on the Graco website any amendment to, or waiver from, a provision of the Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer, controller and other persons performing similar functions within four business days following the date of such amendment or waiver.

Section 16(a) Reporting Compliance

Delinquent Section 16(a) Reports

The information under the heading “Delinquent Section 16(a) Reports” in the Company’s Proxy Statement is incorporated herein by reference.

7 unchanged sentences

The information under the headings “Independent Registered Public Accounting Firm Fees and Services” and “Pre-Approval Policies” in the Proxy Statement is incorporated herein by reference.

Exhibits, Financial Statement Schedules

The following documents are filed as part of this report:

Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

(1) Financial Statements

1 unchanged sentence

Schedule II – Valuation and Qualifying Accounts

All other schedules are omitted because they are not applicable, or are not required, or because the required information is included in the Consolidated Financial Statements or Notes thereto.

All financial statement schedules are omitted as the required information is inapplicable or the information is presented in the consolidated financial statements or related notes.

(3) Management Contract, Compensatory Plan or Arrangement.

1 unchanged sentence

Those entries marked by an asterisk are Management Contracts, Compensatory Plans or Arrangements.

Schedule II - Valuation and Qualifying Accounts

and Subsidiaries

(in thousands)

Allowance for

Doubtful Accounts

Balance, December 30, 2016

Additions charged to costs and expenses

Deductions from reserves (1)

Other additions (deductions) (2)

Balance, December 29, 2017

Additions charged to costs and expenses

Deductions from reserves (1)

Other additions (deductions) (2)

Balance, December 28, 2018

Additions charged to costs and expenses

Deductions from reserves (1)

Other additions (deductions) (2)

Balance, December 27, 2019

Represents amounts determined to be uncollectible and charged against reserves, net of collections on accounts previously charged against reserves.

Includes amounts assumed or established in connection with acquisitions and effects of foreign currency translation.

Exhibit Index

4 unchanged sentences

4.1 Description of Our Securities.

Incentive Bonus Plan.

( Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 15, 2017 .)

(Incorporated by reference to Exhibit 4.1 to the Company’s 2019 Annual Report on Form 10-K.)

*10.1 Graco Inc.

Incentive Bonus Plan.

(Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed September 19, 2019.)

*10.2 Graco Inc.

Amended and Restated Stock Incentive Plan (2006).

(Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 14, 2006.)

*10.3 Graco Inc.

2010 Stock Incentive Plan.

(Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2010.)

*10.4 Graco Inc.

2015 Stock Incentive Plan.

( Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 11, 2015.

*10.5 Graco Inc.

2019 Stock Incentive Plan.

18 unchanged sentences

( Incorporated by reference to Exhibit 10.6 to the Company’s 2018 Annual Report on Form 10-K.

*10.8 Graco Inc.

Retirement Plan for Non-Employee Directors.

39 unchanged sentences

Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.

2015 Stock Incentive Plan in 2016.

2015 Stock Incentive Plan commencing in 2016.

( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.

1 unchanged sentence

Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.

2015 Stock Incentive Plan in 2016.

2015 Stock Incentive Plan commencing in 2016.

( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.

1 unchanged sentence

Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.

2015 Stock Incentive Plan in 2016.

2015 Stock Incentive Plan commencing in 2016.

( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 24, 2016.

1 unchanged sentence

Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.

2019 Stock Incentive Plan in 2019.

2019 Stock Incentive Plan commencing in 2019.

( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 28, 2019.

1 unchanged sentence

Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.

2019 Stock Incentive Plan in 2020.

2019 Stock Incentive Plan commencing in 2020.

( I ncorporated by reference to Exhibit 1 0.21 to the Company’s 2019 Annual Report on Form 10-K.

*10.21 Stock Option Agreement.

Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.

2019 Stock Incentive Plan in 2020.

Nonemployee Director Stock and Deferred Stock Program.

(Incorporated by reference to Exhibit 10.22 to the Company’s 2009 Annual Report on Form 10-K/A.)

2019 Stock Incentive Plan commencing in 2020.

( I ncorporated by reference to Exhibit 1 0.22 to the Company’s 2019 Annual Report on Form 10-K.

*10.22 Nonemployee Director Stock and Deferred Stock Program (2019 Restatement).

17 unchanged sentences

Bank National Association, as administrative agent.

( Incorporated by reference to Exhibit 10.2 to the Company's 10-Q filed for the thirteen weeks ended June 30, 2017.

( Incorporated by reference to Exhibit 10.2 to the Company ’ s 10-Q for the thirteen weeks ended June 30, 2017.

) Fifth amendment to Credit Agreement, dated April 17, 2020, amending the Credit Agreement among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S.

Bank National Association, as administrative agent.

( Incorporated by reference to Exhibit 10.5 to the Company ’ s 10-Q for the thirteen weeks ended March 27, 2020 .)

10.27 Note Agreement, dated March 11, 2011, between Graco Inc.

9 unchanged sentences

2 dated as of June 26, 2014 to Note Agreement dated as of March 11, 2011.

( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q filed for the thirteen weeks ended June 27, 2014.

( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q f or the thirteen weeks ended June 27, 2014.

) Amendment No.

3 unchanged sentences

4 dated May 23, 2017 to Note Agreement dated as of March 11, 2011.

( Incorporated by reference to Exhibit 10.1 to the Company's 10-Q filed for the thirteen weeks ended June 30, 2017.

( Incorporated by reference to Exhibit 10.1 to the Company ’ s 10-Q for the thirteen weeks ended June 30, 2017.

) Amendment No.

5 dated April 17, 2020 to Note Agreement dated as of March 11, 2011.

( Incorporated by reference to Exhibit 10.4 to the Company ’ s 10-Q for the thirteen weeks ended March 27, 2020 .)

10.28 Master Note Agreement, dated January 29, 2020, between Graco Inc.

11 unchanged sentences

* Management Contracts, Compensatory Plans or Arrangements.

Pursuant to Item 601(b)(4)(iii) of Regulation S-K, copies of certain instruments defining the rights of holders of certain long-term debt of the Company and its subsidiaries are not filed as exhibits because the amount of debt authorized under any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries.

any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries.

The Company agrees to furnish copies thereof to the Securities and Exchange Commission upon request.

12 unchanged sentences

(Principal Financial Officer)

/s/ C AROLINE M.

/s/ K ATHRYN L.

February 16, 2021

Executive Vice President, Corporate Controller and Information Systems

Executive Vice President, Corporate Controller

(Principal Accounting Officer)

Director, Chairman of the Board

Kevin Gilligan

William Van Sant

Mitau Director, Chairman of the Board

Carter Director

Etchart Director

Eugster Director

Feragen Director

Kevin Gilligan Director

McHale Director

Morfitt Director

William Van Sant Director

Wheeler Director

White Director

McHale, by signing his name hereto, does hereby sign this document on behalf of himself and each of the above named directors of the Registrant pursuant to powers of attorney duly executed by such persons.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures