Washington, D.C. 20549
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. 
(Exact name of registrant as specified in its charter)
Minnesota   001-9249   41-0285640
(State or other jurisdiction
of Incorporation)
File Number)
  (I.R.S. Employer
Identification No.)
88-11th Avenue Northeast
Minneapolis, Minnesota
(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



     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.
Date: April 26, 2011  By:   /s/ Karen Park Gallivan    
    Karen Park Gallivan   
Its: Vice President, General Counsel and Secretary