Graco (GGG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 25, 2025, with shareholders able to vote and submit questions online.

• 2024 net sales were $2.113 billion (down 4%), diluted EPS was $2.82 (down 4%), and dividends per share increased 9% to $1.02.

• Total shareholder return was -2% for 2024, but 69% over five years and 235% over ten years.

• New product launches and the third annual ESG report were highlighted, with recognition as one of America's Most Trustworthy Companies.

Voting matters and shareholder proposals

• Shareholders will vote on the election of three directors for three-year terms, ratification of Deloitte & Touche LLP as auditor, and an advisory say-on-pay vote.

• Shareholder proposals and nominations for the 2026 meeting must comply with SEC rules and company bylaws, with specific deadlines provided.

Board of directors and corporate governance

• The board consists of nine directors, divided into three classes, with a majority being independent.

• Board diversity includes one racially diverse director and three women.

• The board separates the roles of Chair and CEO, with J. Kevin Gilligan as independent Chair since February 2024.

• Committees include Audit, Governance, and Management Organization and Compensation, all composed of independent directors.

• Directors are subject to share ownership guidelines and annual self-evaluations.