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 21, 2011

Graco Inc. 

Minnesota		001-9249		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)

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

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:

o     Written communications pursuant to Rule-425 under the Securities Act (17 CFR 230.425)

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

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

On April 21, 2011, Graco Inc. (the “Company”) held its Annual Meeting of Shareholders (the “Annual Meeting”) in Minneapolis, Minnesota. 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 2011 Annual Meeting.

Proposal 1

The election of three directors to serve for three-year terms.

Name		For				Withhold Authority				Broker Non-Votes
Patrick J. McHale			27,902,322				20,074,089				6,011,572
Lee R. Mitau			24,410,819				23,565,592				6,011,572
Marti Morfitt			24,172,102				23,804,309				6,011,572

Proposal 2

Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2011.

For		Against		Abstain
53,559,753		351,169		77,061

Proposal 3

Advisory, non-binding resolution to approve our executive compensation.

For		Against		Abstain		Broker Non-Votes
45,675,643		1,681,390		619,378		6,011,572

Proposal 4

Advisory, non-binding vote on the frequency for which shareholders will have an advisory, non-binding vote on our executive compensation.

1 Year		2 Years		3 Years		Abstain		Broker Non-Votes
41,617,276		1,083,187		4,734,457		541,491		6,011,572

Proposal 5

Shareholder proposal to adopt majority voting for the election of directors.

For		Against		Abstain		Broker Non-Votes
33,872,738		13,972,200		131,473		6,011,572

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, thereunto duly authorized.