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Item 9A. Controls and Procedures

2023-02-21 compared with 2022-02-22 · 18 added, 21 removed, 198 unchanged (16% of the section changed)

11 unchanged sentences

Other Information

Not applicable.

On February 17, 2023, upon recommendation of the Governance Committee, the Board of Directors (the “Board”) of our Company approved an amendment and restatement of our Company’s Restated Bylaws (the “Bylaws”), effective immediately, to implement proxy access, make changes in connection with the new Securities and Exchange Commission rules regarding universal proxy cards (the “Universal Proxy Rules”), and to make certain other changes.

The amendments include the following, among others:

(i) adding provisions to allow a shareholder, or a group of up to 20 shareholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director-nominees constituting up to two individuals or 20% of the Board (whichever is greater), provided that the shareholder(s) and the director-nominee(s) satisfy the requirements specified in the Bylaws;

(ii) adding a requirement that any director nominee proposed by a shareholder furnish to the Company, if requested, a completed and signed questionnaire required of the Company’s directors;

(iii) adding a requirement that any shareholder who intends to solicit proxies in support of a director nominee certify to the Company that such shareholder has complied with or will comply with the requirements of the Universal Proxy Rules and, if requested by the Company, will provide reasonable evidence of such compliance no later than five business days prior to the date of the applicable meeting of shareholders;

(iv) clarifying that the Company is allowed to consider certain shareholder nominations of director candidates to be null and void where any shareholder fails to comply with the Universal Proxy Rules;

(v) adding a provision that any shareholder soliciting proxies from other shareholders must use a proxy card color other than white, which is reserved for exclusive use by the Board;

(vi) clarifying that any meeting of shareholders may be adjourned exclusively by the chairperson of the meeting;

and (vii) clarifying that each meeting of shareholders will be presided over by a chairperson, who will be the Chair of the Board, the Chief Executive Officer or such other officer of the Company as the Board designates as chairperson of the meeting, and clarifying certain other procedural aspects of the conduct of shareholder meetings.

Additional minor amendments and conforming changes were made that do not materially affect the substance of the Bylaws.

The foregoing description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is filed as Exhibit 3.2 hereto and is incorporated by reference in this Annual Report on Form 10-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

13 unchanged sentences

Executive Compensation

The information contained under the headings “Director Compensation,” “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” and “Report of the Management Organization and Compensation Committee” in the Proxy Statement is incorporated herein by reference.

The information contained under the headings “Director Compensation,” “Executive Compensation” (other than under the subheading "Pay Versus Performance");

“Compensation Committee Interlocks and Insider Participation” and “Report of the Management Organization and Compensation Committee” in the Proxy Statement is incorporated herein by reference.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

8 unchanged sentences

(2) Financial Statement Schedule

Schedule II – Valuation and Qualifying Accounts

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.

6 unchanged sentences

3.2 Restated Bylaws as amended February 17, 2023 .

(Incorporated by reference to Exhibit 3.2 to the Company’s 2013 Annual Report on Form 10-K.)

4.1 Description of Our Securities.

35 unchanged sentences

( Incorporated by reference to Exhibit 10.10 to the Company’s 2008 Annual Report on Form 10-K.)

*10.8 Form of Amendment to Executive Officer and Non-Employee Director Stock Options to Permit Net Exercises, as adopted by the Board of Directors February 17, 2012.

( Incorporated by reference to Exhibit 10.1 of the Company’s Report on Form 10-Q for the thirteen weeks ended March 30, 2012 .)

*10.8 Stock Option Agreement.

51 unchanged sentences

( Incorporated by reference to Exhibit 10.28 to the Company’s 2007 Annual Report on Form 10-K.

10.22 Omnibus Amendment, dated June 26, 2014, amending and restating 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 10.1 to the Company’s Report on Form 8-K filed July 1, 2014.

) Third Amendment to Credit Agreement, dated December 15, 2016, 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 10.1 to the Company’s Report 8-K filed December 20, 2016.

) Fourth amendment to Credit Agreement, dated May 23, 2017, 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 10.2 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 .)

10.21 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.

25 unchanged sentences

( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed February 3, 2020.

) First Amendment to Master Note Agreement, dated December 16, 2022.

( Incorporated by reference to Exhibit 10.1 to the Company’s Report on Form 8-K filed December 16, 2022.

11 Statement of Computation of Earnings per share included in Note I on page 54

10 unchanged sentences

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

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.

8 unchanged sentences

(Principal Financial Officer)

/s/ K ATHRYN L.

February 22, 2022

/s/ Kathryn L.

Schoenrock February 21, 2023

Executive Vice President, Corporate Controller and Information Systems

9 unchanged sentences

Wheeler Director

White Director

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.

2 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