1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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)).
−Removed: 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.
+Added: As of the end of the fiscal year covered by this Annual 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.
+Added: 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.
7 unchanged sentences
Not applicable.
+Added: Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
+Added: Not applicable.
Directors, Executive Officers and Corporate Governance
9 unchanged sentences
Delinquent Section 16(a) Reports
−Removed: The information under the heading “Delinquent Section 16(a) Reports” in the Company’s Proxy Statement is incorporated herein by reference.
+Added: The information under the heading “Delinquent Section 16(a) Reports” in our Company’s Proxy Statement is incorporated herein by reference.
Executive Compensation
26 unchanged sentences
*10.2 Graco Inc.
−Removed: Amended and Restated Stock Incentive Plan (2006).
−Removed: (Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 14, 2006.)
−Removed: *10.3 Graco Inc.
2010 Stock Incentive Plan.
32 unchanged sentences
*10.9 Stock Option Agreement.
−Removed: Form of agreement used for award of nonstatutory stock options to nonemployee directors under the Graco Inc.
−Removed: Amended and Restated Stock Incentive Plan (2006).
−Removed: ( Incorporated by reference to Exhibit 10.3 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 29, 2007 .) Amended form of agreement for awards made to nonemployee directors in 2008.
−Removed: ( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 27, 2008.
−Removed: ) Amended and restated form of agreement for awards made to nonemployee directors in 2009.
−Removed: ( Incorporated by reference to Exhibit 10.14 to the Company’s 2009 Annual Report on Form 10-K/A.
−Removed: *10.11 Stock Option Agreement.
−Removed: Form of agreement used for award of nonstatutory stock options to nonemployee directors under the Graco Inc.
+Added: Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.
2010 Stock Incentive Plan in 2011.
4 unchanged sentences
Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.
−Removed: Amended and Restated Stock Incentive Plan (2006) in 2007.
−Removed: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2007 .) Amended form of agreement for awards made to executive officers in 2008, 2009 and 2010.
−Removed: ( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008 .)
−Removed: *10.13 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.
−Removed: Amended and Restated Stock Incentive Plan (2006) in 2007.
−Removed: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2007 .) Amended form of agreement for awards made to Chief Executive Officer in 2008, 2009 and 2010.
−Removed: ( Incorporated by reference to Exhibit 10.2 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 28, 2008 .)
−Removed: *10.14 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.
2010 Stock Incentive Plan in 2011.
7 unchanged sentences
*10.12 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.
+Added: Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.
2015 Stock Incentive Plan commencing in 2016.
−Removed: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.
+Added: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 24, 2016.
*10.13 Stock Option Agreement.
3 unchanged sentences
*10.14 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.
+Added: Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.
2015 Stock Incentive Plan commencing in 2016.
−Removed: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 24, 2016.
+Added: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended March 25, 2016.
*10.15 Stock Option Agreement.
3 unchanged sentences
*10.16 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.
+Added: Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.
2019 Stock Incentive Plan commencing in 2020.
−Removed: ( I ncorporated by reference to Exhibit 1 0.21 to the Company’s 2019 Annual Report on Form 10-K.
+Added: ( Incorporated by reference to Exhibit 10.22 to the Company’s 2019 Annual Report on Form 10-K.
*10.17 Stock Option Agreement.
−Removed: Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.
+Added: Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.
2019 Stock Incentive Plan commencing in 2020.
−Removed: ( I ncorporated by reference to Exhibit 1 0.22 to the Company’s 2019 Annual Report on Form 10-K.
+Added: ( Incorporated by reference to Exhibit 10.21 to the Company’s 2019 Annual Report on Form 10-K.
+Added: *10.18 Executive Officer Restricted Stock Unit Agreement.
+Added: Form of agreement used to award restricted stock units to Dale D.
+Added: Johnson under the Graco Inc.
+Added: 2019 Stock Incentive Plan.
+Added: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 26, 2021.
*10.19 Nonemployee Director Stock and Deferred Stock Program (2019 Restatement).
1 unchanged sentence
*10.20 Key Employee Agreement.
−Removed: Form of agreement used with Chief Executive Officer.
−Removed: (Incorporated by reference to Exhibit 10.24 to the Company’s 2007 Annual Report on Form 10-K.)
−Removed: *10.24 Key Employee Agreement.
−Removed: Form of agreement used with executive officers other than the Chief Executive Officer.
−Removed: ( Incorporated by reference to Exhibit 10.25 to the Company’s 2007 Annual Report on Form 10-K.
+Added: Form of agreement used with Chief Executive Officer and other executive officers.
+Added: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed April 27, 2021.
*10.21 Executive Group Long-Term Disability Policy as revised in 1995.
13 unchanged sentences
( Incorporated by reference to Exhibit 10.5 to the Company ’ s 10-Q for the thirteen weeks ended March 27, 2020 .)
+Added: 10.23 Amended and Restated Credit Agreement, dated March 25, 2021, among Graco Inc., the borrowing subsidiaries from time to time party thereto, the banks from time to time party thereto and U.S.
+Added: Bank National Association, as administrative agent.
+Added: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed March 26, 2021.
10.24 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.
−Removed: ( 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.
+Added: ( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 10-Q for the thirteen weeks ended June 27, 2014.
) Amendment No.
20 unchanged sentences
* Management Contracts, Compensatory Plans or Arrangements.
−Removed: 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
−Removed: any such instrument does not exceed 10 percent of the total assets of the Company and its subsidiaries.
+Added: 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.
The Company agrees to furnish copies thereof to the Securities and Exchange Commission upon request.
−Removed: Form 10-K Summary
Pursuant to the requirements of Section 13 or 15(d) 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.
−Removed: /s/ P ATRICK J.
−Removed: February 16, 2021
+Added: Sheahan February 22, 2022
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
−Removed: /s/ P ATRICK J.
−Removed: February 16, 2021
+Added: Sheahan February 22, 2022
President and Chief Executive Officer
(Principal Executive Officer)
−Removed: February 16, 2021
+Added: Lowe February 22, 2022
Chief Financial Officer and Treasurer
2 unchanged sentences
February 22, 2022
−Removed: Executive Vice President, Corporate Controller
+Added: Executive Vice President, Corporate Controller and Information Systems
(Principal Accounting Officer)
2 unchanged sentences
Etchart Director
−Removed: Eugster Director
Feragen Director
Kevin Gilligan Director
−Removed: McHale Director
Morfitt Director
+Added: Sheahan Director
William Van Sant Director
1 unchanged sentence
White Director
−Removed: 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.
−Removed: /s/ P ATRICK J.
−Removed: February 16, 2021
+Added: Sheahan, 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.
+Added: Sheahan February 22, 2022
(For himself and as attorney-in-fact)
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.