Graco shareholders approve pay, elect board, ratify auditor

Q: Which directors were elected at Graco Inc.’s (GGG) 2026 annual meeting?

Shareholders elected Martha A. Morfitt, Mark W. Sheahan, Andrea H. Simon and Kevin J. Wheeler to serve as directors for three-year terms. Each nominee received a majority of votes cast, confirming shareholder backing for the company’s proposed board slate.

Graco Inc. reported the results of its Annual Meeting of Shareholders held on April 24, 2026.

Filing Impact

(Moderate)

Filing Sentiment

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How Sentiment works How the balance works

Form Type

8-K

Rhea-AI Filing Summary

Graco Inc. reported the results of its Annual Meeting of Shareholders held on April 24, 2026. Shareholders elected four directors—Martha A. Morfitt, Mark W. Sheahan, Andrea H. Simon and Kevin J. Wheeler—to three-year terms. Deloitte & Touche LLP was ratified as independent registered public accounting firm for fiscal 2026 with 136,856,929 votes for, 8,452,772 against and 90,769 abstentions. Shareholders also approved, on an advisory basis, executive compensation, with 92,678,242 votes for, 42,778,401 against, 353,663 abstentions and 9,590,164 broker non-votes. The Management Organization and Compensation Committee plans to consider these results and engage with key shareholders regarding executive pay during 2026.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification - For votes: 136,856,929 votes Auditor ratification - Against votes: 8,452,772 votes Say-on-pay - For votes: 92,678,242 votes +5 more

8 metrics

Auditor ratification - For votes 136,856,929 votes For Deloitte & Touche LLP as 2026 auditor

Auditor ratification - Against votes 8,452,772 votes Against Deloitte & Touche LLP as 2026 auditor

Say-on-pay - For votes 92,678,242 votes Advisory approval of executive compensation

Say-on-pay - Against votes 42,778,401 votes Advisory vote on executive compensation

Say-on-pay - Broker non-votes 9,590,164 votes Broker non-votes on executive compensation proposal

Director vote - Morfitt For 106,863,596 votes For election of Martha A. Morfitt

Director vote - Sheahan For 132,724,160 votes For election of Mark W. Sheahan

Director vote - Wheeler For 122,499,664 votes For election of Kevin J. Wheeler

Key Terms

Annual Meeting of Shareholders, broker non-votes, independent registered public accounting firm, Named Executive Officers, +2 more

6 terms

Annual Meeting of Shareholders financial

"held its Annual Meeting of Shareholders (the “Annual Meeting”)."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"independent registered public accounting firm for the fiscal year 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Named Executive Officers financial

"the compensation paid to the Company’s Named Executive Officers as disclosed"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

advisory basis financial

"Shareholders approved, on an advisory basis, the compensation paid"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Graco Inc. (GGG) shareholders decide at the 2026 annual meeting?

Shareholders elected four directors to three-year terms, ratified Deloitte & Touche LLP as independent auditor for 2026, and approved, on an advisory basis, compensation for Named Executive Officers. These outcomes confirm the company’s proposed board slate, auditor choice, and executive pay program.

How did Graco Inc. (GGG) shareholders vote on the 2026 auditor ratification?

Shareholders ratified Deloitte & Touche LLP as Graco’s independent registered public accounting firm for fiscal 2026, with 136,856,929 votes for, 8,452,772 against and 90,769 abstentions. This confirms continued shareholder support for Deloitte as the company’s external auditor.

What were the results of Graco Inc. (GGG) say-on-pay vote in 2026?

Shareholders approved, on an advisory basis, executive compensation with 92,678,242 votes for, 42,778,401 against, 353,663 abstentions and 9,590,164 broker non-votes. The advisory approval indicates support for the Named Executive Officers’ pay program disclosed in the 2026 proxy statement.

Which directors were elected at Graco Inc.’s (GGG) 2026 annual meeting?

Shareholders elected Martha A. Morfitt, Mark W. Sheahan, Andrea H. Simon and Kevin J. Wheeler to serve as directors for three-year terms. Each nominee received a majority of votes cast, confirming shareholder backing for the company’s proposed board slate.

How did Graco Inc. (GGG) respond to the 2026 executive compensation vote?

The Management Organization and Compensation Committee acknowledged the advisory vote on executive compensation and plans to consider the results during 2026. It also intends to seek engagement with key shareholders to obtain their views on the company’s executive pay program.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

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Accepted by SEC EDGAR 04/27/2026 - 08:20 AM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 24, 2026

Graco Inc.

(Exact name of registrant as specified in charter)

Minnesota

001-09249

41-0285640

(State or other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


88 – 11th Avenue Northeast
Minneapolis,	Minnesota	55413
(Address of principal executive offices)		(Zip Code)


(612)			623-6000
Registrant’s telephone number, including area code


Not Applicable
(Former name or former address if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	GGG	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On April 24, 2026, Graco Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”). Set forth below are the final voting results on each matter submitted to a vote of security holders at the Annual Meeting. Each proposal is described in detail in the Company’s Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on March 11, 2026 (the “2026 Proxy Statement”).

Proposal 1

The following directors were elected to serve for three-year terms:


Name	For	Against	Abstain	Broker Non-Votes
Martha A. Morfitt	106,863,596	28,824,596	122,114	9,590,164
Mark W. Sheahan	132,724,160	2,951,700	134,446	9,590,164
Andrea H. Simon	132,597,162	3,074,266	138,878	9,590,164
Kevin J. Wheeler	122,499,664	13,190,197	120,445	9,590,164

Proposal 2

The appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year 2026 was ratified:


For	Against	Abstain
136,856,929	8,452,772	90,769

Proposal 3

Shareholders approved, on an advisory basis, the compensation paid to the Company’s Named Executive Officers as disclosed in the 2026 Proxy Statement:


For	Against	Abstain	Broker Non-Votes
92,678,242	42,778,401	353,663	9,590,164

The Management Organization and Compensation Committee (the “Committee”) acknowledges the results of voting on the advisory resolution regarding executive compensation. During the remainder of 2026, the Committee will specifically consider these voting results and intends to seek engagement with key shareholders to obtain their views on the Company’s executive compensation.

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GRACO INC.

Date:

April 27, 2026

By:

/s/ Joseph James Humke______________________

Joseph James Humke

Its: Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents