Executive Change · Shareholder Vote

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 23, 2021 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 23, 2021, Jack C. Eugster retired from the Graco Inc. (the “Company”) Board of Directors (the “Board”). Mr. Eugster reached age 75 in October 2020, and therefore retired from the Board effective as of the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) held on April 23, 2021, in accordance with the retirement standards set forth in the Company’s Corporate Governance Guidelines. Item 5.07     Submission of Matters to a Vote of Security Holders. On April 23, 2021, the Company held its 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 2021 Annual Meeting, filed with the Securities and Exchange Commission on March 10, 2021 (the “2021 Proxy Statement”). Proposal 1 The following directors were elected to serve for three-year terms: Name For Against Abstain Broker Non-Votes Brett C. Carter 141,932,880 969,630 93,773 9,670,540 R. William Van San 126,007,424 16,884,860 103,999 9,670,540 Emily C. White 139,617,233 3,280,263 98,787 9,670,540 Proposal 2 The appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year 2021 was ratified: For Against Abstain 148,000,257 4,576,734 89,832                  Proposal 3 Shareholders approved, on an advisory basis, the compensation paid to our Named Executive Officers as disclosed in the 2021 Proxy Statement: For Against Abstain Broker Non-Votes 129,120,345 13,487,548 388,390 9,670,540 Item 9.01.      Financial Statements and Exhibits.     (d)    Exhibits 104    Cover Page Interactive Data File (included within the Inline XBRL document). 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 26, 2021 By: /s/ Karen Park Gallivan ______________________ Karen Park Gallivan Its: Executive Vice President, General Counsel and Corporate Secretary