1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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: As of the end of the fiscal year covered by this Form 10-K, 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.
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.
6 unchanged sentences
Based on our assessment and those criteria, management believes the Company’s internal control over financial reporting is effective as of December 27, 2024.
+Added: The Company completed its acquisition of Corob on November 4, 2024.
+Added: The Company is continuing to integrate Corob into its internal control over financial reporting, and management’s evaluation of the effectiveness of the Company’s internal control over financial reporting excluded Corob as of December 27, 2024, as permitted by guidance issued by the Securities and Exchange Commission.
+Added: Corob accounted for approximately 12% of total assets and less than 1% of total net sales included within the consolidated financial statements of Graco Inc.
+Added: and its subsidiaries as of and for the fiscal year ended December 27, 2024.
The Company’s independent auditors have issued an attestation report on the Company’s internal control over financial reporting, which is included herein.
8 unchanged sentences
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 29, 2023, of the Company and our report dated February 20, 2024, expressed an unqualified opinion on those financial statements.
+Added: As described in Management’s Report on Internal Control over Financial Reporting , management excluded from its assessment the internal control over financial reporting at Corob S.p.A.
+Added: ("Corob"), which was acquired on November 4, 2024, and whose financial statements constitute approximately 12% of total assets and less than 1% of total net sales within the consolidated financial statements of Graco Inc.
+Added: as of and for the year ended December 27, 2024.
+Added: Accordingly, our audit did not include the internal control over financial reporting at Corob.
Basis for Opinion
1 unchanged sentence
Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are
−Removed: required to be independent with respect to the Company in accordance with the U.S.
+Added: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
18 unchanged sentences
Directors, Executive Officers and Corporate Governance
−Removed: The information under the heading “Information About Our Executive Officers” in Part I of this 2023 Annual Report on Form 10-K and the information under the heading “Board of Directors” in our Company’s Proxy Statement for its 2024 Annual Meeting of Shareholders to be held on April 26, 2024 (the “Proxy Statement”), is incorporated herein by reference.
+Added: The information under the heading “Information About Our Executive Officers” in Part I of this Form 10-K and the information under the heading “Board of Directors” in our Company’s Proxy Statement for its 2025 Annual Meeting of Shareholders to be held on April 25, 2025 (the “Proxy Statement”), is incorporated herein by reference.
Audit Committee Members and Audit Committee Financial Expert
6 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.
−Removed: Delinquent Section 16(a) Reports
−Removed: The information under the heading “Delinquent Section 16(a) Reports” in our Company’s Proxy Statement is incorporated herein by reference.
+Added: Insider Trading Arrangements and Policies
+Added: The information under the heading “Corporate Governance Documents—Insider Trading Policy and Procedures and Prohibition on Hedging and Pledging” in our Company’s Proxy Statement is incorporated herein by reference.
Executive Compensation
19 unchanged sentences
3.2 Restated Bylaws as amended February 17, 2023.
−Removed: (Incorporated by reference to Exhibit 3.2 to the Company’s 2022 Annual Repo rt on Form 10-K filed February 21, 2023.
4.1 Description of Our Securities.
10 unchanged sentences
*10.4 Graco Inc.
−Removed: 2019 Stock Incentive Plan.
+Added: Amended and Restated 2019 Stock Incentive Plan.
(Incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed March 13, 2024.)
57 unchanged sentences
( Incorporated by reference to Exhibit 10.21 to the Company’s 2019 Annual Report on Form 10-K.
+Added: *10.16 Stock Option Agreement.
+Added: Form of agreement used for award of non-incentive stock options to nonemployee directors under the Graco Inc.
+Added: 2019 Stock Incentive Plan commencing in 2025.
+Added: *10.17 Stock Option Agreement.
+Added: Form of agreement used for award of non-incentive stock options to executive officers under the Graco Inc.
+Added: 2019 Stock Incentive Plan commencing in 2025.
+Added: *10.18 Stock Option Agreement.
+Added: Form of agreement used for award of non-incentive stock options to Chief Executive Officer under the Graco Inc.
+Added: 2019 Stock Incentive Plan commencing in 2025.
*10.19 Executive Officer Restricted Stock Unit Agreement.
10 unchanged sentences
Form of agreement to be offered to all persons hired or promoted to be executive officers of the Company after November 30, 2023 where local legal requirements warrant a different form.
+Added: (Incorporated by reference to Exhibit 10.18 to the Company's 2023 Annual Report on Form 10-K).
*10.22 Executive Group Long-Term Disability Policy as revised in 1995.
12 unchanged sentences
(Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed June 8, 2023.)
+Added: 10.26 Amendment No.
+Added: 3 to Amended and Restated Credit Agreement dated October 25, 2024, 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 (Incorporated by reference to Exhibit 10.1 to the Company's Report on Form 8-K filed October 25.
10.27 Note Agreement, dated March 11, 2011, between Graco Inc.
25 unchanged sentences
11 Statement of Computation of Earnings per share included in Note I on page 55
+Added: 19 Insider Trading Policy
21 Subsidiaries of the Company
5 unchanged sentences
97 Graco Inc.
−Removed: Incentive Recovery Policy
+Added: Incentive Recovery Policy (Incorporated by Reference to the Company's 2023 Annual Report on Form 10-K filed February 20, 2024.
101 Interactive data files pursuant to Rule 405 of Regulation S-T formatted in iXBRL (Inline eXtensible Business Reporting Language).
17 unchanged sentences
Christopher D.
−Removed: Executive Vice President, Corporate Controller
+Added: Vice President, Controller & Chief Accounting Officer
(Principal Accounting Officer)
−Removed: Mitau Director, Chairman of the Board
+Added: Kevin Gilligan Director, Chairman of the Board
Anfang Director
3 unchanged sentences
Feragen Director
−Removed: Kevin Gilligan Director
Morfitt Director
Sheahan Director
−Removed: William Van Sant Director
Wheeler Director
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.