Definitive Additional Materials





Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.    )

Filed by the Registrant  þ                            Filed by a Party other than the Registrant  ¨

Check the appropriate box:


¨   Preliminary Proxy Statement
¨   Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨   Definitive Proxy Statement
þ   Definitive Additional Materials
¨   Soliciting Material under Rule 14a-12

(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
þ   No fee required.
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

Title of each class of securities to which transaction applies:






Aggregate number of securities to which transaction applies:






Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):






Proposed maximum aggregate value of transaction:





  (5)   Total fee paid:


¨   Fee paid previously with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:






Form, Schedule or Registration Statement No.:






Filing Party:






Date Filed:








*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on April 20, 2012.



Meeting Information            


           Meeting Type:     Annual    
   GRACO INC.         For holders as of:     February 21, 2012    


Date:    April 20, 2012



      Time: 1:00 p.m. CT



Location:   George Aristides Riverside Center (RI)


  1150 Sibley Street NE        


  Minneapolis, MN 55413-1894







You are receiving this communication because you hold shares in the above-named company.



This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at or easily request a paper copy (see reverse side).



We encourage you to access and review all of the important information contained in the proxy materials before voting.



See the reverse side of this notice to obtain proxy materials and voting instructions.





Before You Vote  



How to Access the Proxy Materials


          Proxy Materials Available to VIEW or RECEIVE:    













How to View Online:

Have the information that is printed in the box marked by the arrow  è  LOGO  (located on the following page) and visit:


How to Request and Receive a PAPER or E-MAIL Copy:

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:


                               1) BY INTERNET:

                               2) BY TELEPHONE:     1-800-579-1639

                               3) BY E-MAIL*:   


*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow  è   LOGO (located on the following page) in the subject line.


Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 6, 2012 to facilitate timely delivery.




How To Vote  



Please Choose One of the Following Voting Methods



Vote In Person: If you intend to vote in person at the meeting, you will need to request a ballot at the meeting to vote the shares. You will be required to present sufficient proof of ownership of shares at the meeting before you receive a ballot.


Vote By Internet: To vote now by Internet, go to Have the information that is printed in the box marked by the arrow  è  LOGO   (located on the following page) available and follow the instructions.


Vote By Mail: You may vote by mail by requesting a paper copy of the materials, which will include a proxy card.




  Voting Items                   
  The Board of Directors recommends that you vote FOR the following nominees:                   
  1.   Election of Directors                 



01)   William J. Carroll


02)   Jack W. Eugster


03)   R. William Van Sant

  The Board of Directors recommends you vote FOR the following proposals:     



Ratification of appointment of Deloitte & Touche LLP as the independent registered public accounting firm.


Approval, on an advisory basis, of the compensation paid to the named executive officers as disclosed in the Proxy Statement.


Increase in authorized shares for the Employee Stock Purchase Plan.


Incentive Bonus Plan.


The Board of Directors recommends you vote AGAINST the following proposal:


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


NOTE: In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting or any adjournment thereof.