Graco (GGG) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 24, 2026, with shareholders able to vote and submit questions online.

• 2025 saw net sales of $2.237 billion (up 6%), diluted EPS of $3.08 (up 9%), and dividends per share of $1.10 (up 8%).

• The company implemented its One Graco operating model, integrating regional operations into four global divisions.

• Recognized as one of the Most Trustworthy Companies in America by Newsweek and published a 2024 ESG Update Report.

Voting matters and shareholder proposals

• Shareholders will vote on the election of four 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 2027 meeting must comply with SEC rules and company bylaws, with deadlines in late 2026 and early 2027.

Board of directors and corporate governance

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

• Board leadership is separated between the Chair and CEO roles.

• The board conducts annual self-evaluations and emphasizes diversity, with one racially diverse director and four women.

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

• Directors are subject to share ownership guidelines and restrictions on hedging and pledging company stock.