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Graco Inc. – ‘10-K’ for 12/29/23 – ‘EX-97’

On:  Tuesday, 2/20/24, at 12:52pm ET   ·   For:  12/29/23   ·   Accession #:  42888-24-10   ·   File #:  1-09249

Previous ‘10-K’:  ‘10-K’ on 2/21/23 for 12/30/22   ·   Latest ‘10-K’:  This Filing   ·   40 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/20/24  Graco Inc.                        10-K       12/29/23  104:17M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.81M 
 2: EX-10.18    Material Contract                                   HTML     95K 
 3: EX-21       Subsidiaries List                                   HTML     47K 
 4: EX-23       Consent of Expert or Counsel                        HTML     28K 
 5: EX-24       Power of Attorney                                   HTML     33K 
 9: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     38K 
                Awarded Compensation                                             
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     33K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     33K 
 8: EX-32       Certification -- §906 - SOA'02                      HTML     30K 
15: R1          Cover Page                                          HTML     94K 
16: R2          Audit Information                                   HTML     34K 
17: R3          Consolidated Statements of Earnings                 HTML     94K 
18: R4          Consolidated Statements of Comprehensive Income     HTML     59K 
19: R5          Consolidated Balance Sheets                         HTML    138K 
20: R6          Consolidated Balance Sheets (Parenthetical)         HTML     38K 
21: R7          Consolidated Statements of Cash Flows               HTML    116K 
22: R8          Consolidated Statements of Shareholders' Equity     HTML     83K 
23: R9          Consolidated Statements of Shareholders' Equity     HTML     30K 
                (Parenthetical)                                                  
24: R10         Summary of Significant Accounting Policies          HTML    174K 
25: R11         Segment Information                                 HTML     78K 
26: R12         Inventories                                         HTML     38K 
27: R13         Property, Plant and Equipment                       HTML     41K 
28: R14         Income Taxes                                        HTML     88K 
29: R15         Debt                                                HTML     60K 
30: R16         Shareholders' Equity                                HTML     54K 
31: R17         Share-Based Awards, Purchase Plans and              HTML    112K 
                Compensation Cost                                                
32: R18         Earnings per Share                                  HTML     43K 
33: R19         Retirement Benefits                                 HTML    218K 
34: R20         Commitments and Contingencies                       HTML     49K 
35: R21         Pay vs Performance Disclosure                       HTML     41K 
36: R22         Insider Trading Arrangements                        HTML     35K 
37: R23         Summary of Significant Accounting Policies          HTML    103K 
                (Policies)                                                       
38: R24         Summary of Significant Accounting Policies          HTML    183K 
                (Tables)                                                         
39: R25         Segment Information (Tables)                        HTML     74K 
40: R26         Inventories (Tables)                                HTML     39K 
41: R27         Property, Plant and Equipment (Tables)              HTML     43K 
42: R28         Income Taxes (Tables)                               HTML     90K 
43: R29         Debt (Tables)                                       HTML     50K 
44: R30         Shareholders' Equity (Tables)                       HTML     48K 
45: R31         Share-Based Awards, Purchase Plans and              HTML    119K 
                Compensation Cost (Tables)                                       
46: R32         Earnings per Share (Tables)                         HTML     42K 
47: R33         Retirement Benefits (Tables)                        HTML    227K 
48: R34         Commitments and Contingencies (Tables)              HTML     48K 
49: R35         Summary of Significant Accounting Policies          HTML     60K 
                (Narrative) (Details)                                            
50: R36         Summary of Significant Accounting Policies (Assets  HTML     43K 
                and Liabilities Measured at Fair Value) (Details)                
51: R37         Summary of Significant Accounting Policies          HTML     39K 
                (Allowance for Credit Loss) (Details)                            
52: R38         Summary of Significant Accounting Policies (Other   HTML     35K 
                Current Assets) (Details)                                        
53: R39         Summary of Significant Accounting Policies          HTML     44K 
                (Property, Plant and Equipment) (Details)                        
54: R40         Summary of Significant Accounting Policies          HTML     50K 
                (Goodwill by Reporting Segment) (Details)                        
55: R41         Summary of Significant Accounting Policies          HTML     84K 
                (Intangible Assets) (Details)                                    
56: R42         Summary of Significant Accounting Policies          HTML     38K 
                (Components of Other Assets) (Details)                           
57: R43         Summary of Significant Accounting Policies          HTML     56K 
                (Components of Other Current Liabilities)                        
                (Details)                                                        
58: R44         Summary of Significant Accounting Policies          HTML     40K 
                (Accrued Warranty Liability Activity) (Details)                  
59: R45         Summary of Significant Accounting Policies (Fair    HTML     35K 
                Market Value and Classification of Derivative                    
                Instruments) (Details)                                           
60: R46         Segment Information (Narrative) (Details)           HTML     40K 
61: R47         Segment Information (Operations and Assets)         HTML     66K 
                (Details)                                                        
62: R48         Segment Information (Geographic Information)        HTML     44K 
                (Details)                                                        
63: R49         Inventories (Details)                               HTML     41K 
64: R50         Inventories (Narrative) (Details)                   HTML     30K 
65: R51         Property, Plant and Equipment (PPE By Type)         HTML     48K 
                (Details)                                                        
66: R52         Property, Plant and Equipment (Narrative)           HTML     31K 
                (Details)                                                        
67: R53         Income Taxes (Income before Income Tax Expense)     HTML     38K 
                (Details)                                                        
68: R54         Income Taxes (Components of Income Tax Expense)     HTML     53K 
                (Details)                                                        
69: R55         Income Taxes (Narrative) (Details)                  HTML     35K 
70: R56         Income Taxes (Effective Income Tax Rate             HTML     46K 
                Reconciliation) (Details)                                        
71: R57         Income Taxes (Schedule of Deferred Income Taxes)    HTML     64K 
                (Details)                                                        
72: R58         Debt (Schedule of Debt Instruments) (Details)       HTML     52K 
73: R59         Debt (Narrative) (Details)                          HTML    103K 
74: R60         Debt (Annual Maturities of Debt) (Details)          HTML     45K 
75: R61         Shareholders' Equity (Narrative) (Details)          HTML     48K 
76: R62         Shareholders' Equity (AOCI and Reclassification)    HTML     61K 
                (Details)                                                        
77: R63         Share-Based Awards, Purchase Plans and              HTML     97K 
                Compensation Cost (Narrative) (Details)                          
78: R64         Share-Based Awards, Purchase Plans and              HTML     57K 
                Compensation Cost (Option Activity and                           
                Outstanding) (Details)                                           
79: R65         Share-Based Awards, Purchase Plans and              HTML     67K 
                Compensation Cost (Options Outstanding and                       
                Exercisable By Price) (Details)                                  
80: R66         Share-Based Awards, Purchase Plans and              HTML     35K 
                Compensation Cost (Options Exercised) (Details)                  
81: R67         Share-Based Awards, Purchase Plans and              HTML     46K 
                Compensation Cost (Authorized Shares) (Details)                  
82: R68         Share-Based Awards, Purchase Plans and              HTML     35K 
                Compensation Cost (Share Based Compensation                      
                Expense) (Details)                                               
83: R69         Share-Based Awards, Purchase Plans and              HTML     50K 
                Compensation Cost (Valuation Assumptions Options)                
                (Details)                                                        
84: R70         Share-Based Awards, Purchase Plans and              HTML     50K 
                Compensation Cost (Valuation Assumptions ESPP)                   
                (Details)                                                        
85: R71         Earnings per Share (Schedule Of Earnings Per Share  HTML     61K 
                Basic and Diluted) (Details)                                     
86: R72         Earnings per Share (Narrative) (Details)            HTML     31K 
87: R73         Retirement Benefits (Narrative) (Details)           HTML     95K 
88: R74         Retirement Benefits (Plan Assets by Category and    HTML     61K 
                Fair Value Measurement Level) (Details)                          
89: R75         Retirement Benefits Retirement Benefits (Level 3    HTML     42K 
                Asset Rollforward) (Details)                                     
90: R76         Retirement Benefits (Funded Status) (Details)       HTML     83K 
91: R77         Retirement Benefits (Amounts Recognized in Balance  HTML     45K 
                Sheets) (Details)                                                
92: R78         Retirement Benefits (Accumulated Benefit            HTML     37K 
                Obligation in Excess of Plan Assets) (Details)                   
93: R79         Retirement Benefits (Components of Net Periodic     HTML     59K 
                Benefit Cost) (Details)                                          
94: R80         Retirement Benefits (Amounts recognized in other    HTML     53K 
                comprehensive (Income) Loss) (Details)                           
95: R81         Retirement Benefits (Amounts included in            HTML     46K 
                accumulated other comprehensive (Income) Loss)                   
                (Details)                                                        
96: R82         Retirement Benefits (Assumptions used to determine  HTML     53K 
                obligations and cost) (Details)                                  
97: R83         Retirement Benefits (Estimated future benefit       HTML     46K 
                payments) (Details)                                              
98: R84         Commitments and Contingencies (Lease Commitments)   HTML     60K 
                (Details)                                                        
99: R85         Commitments and Contingencies (Narrative)           HTML     44K 
                (Details)                                                        
101: XML         IDEA XML File -- Filing Summary                      XML    194K  
104: XML         XBRL Instance -- ggg-20231229_htm                    XML   2.45M  
100: EXCEL       IDEA Workbook of Financial Report Info              XLSX    176K  
11: EX-101.CAL  XBRL Calculations -- ggg-20231229_cal                XML    280K 
12: EX-101.DEF  XBRL Definitions -- ggg-20231229_def                 XML    675K 
13: EX-101.LAB  XBRL Labels -- ggg-20231229_lab                      XML   2.30M 
14: EX-101.PRE  XBRL Presentations -- ggg-20231229_pre               XML   1.36M 
10: EX-101.SCH  XBRL Schema -- ggg-20231229                          XSD    172K 
102: JSON        XBRL Instance as JSON Data -- MetaLinks              650±   974K  
103: ZIP         XBRL Zipped Folder -- 0000042888-24-000010-xbrl      Zip    629K

‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  ex97incentiverecoverypol  
EXHIBIT 97 GRACO INC. INCENTIVE COMPENSATION RECOVERY POLICY Adopted September 15, 2023 Policy The Board of Directors (the “Board”) of Graco Inc. (the “Company”) has adopted this Incentive Compensation Recovery Policy (this “Policy”) pursuant to Rule 10D-1 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), the Securities and Exchange Commission (“SEC”) regulations promulgated thereunder, and applicable New York Stock Exchange (“NYSE”) listing standards. Subject to and in accordance with the terms of this Policy, upon a Recovery Event, each Covered Executive shall be obligated to return to the Company, reasonably promptly, the amount of Erroneously Awarded Compensation that was received by such Covered Executive during the Lookback Period. Administration This Policy will be administered by the Management Organization and Compensation Committee of the Board (the “Committee”). Any determinations made by the Committee will be final and binding on all affected individuals. Definitions “Accounting Restatement” means an accounting restatement due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that (a) is material to the previously issued financial statements (commonly referred to as a “Big R” restatement), or (b) would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (commonly referred to as a “little r” restatement). “Covered Executive” means each of the Company’s current and former Section 16 Officers. “Erroneously Awarded Compensation” means, with respect to each Covered Executive in connection with an Accounting Restatement, the excess of the amount of Incentive-Based Compensation received by the Covered Executive during the Lookback Period over the amount of Incentive-Based Compensation that otherwise would have been received had it been determined based on the restated amounts, computed without regard to any taxes paid. For Incentive-Based Compensation based on stock price or total shareholder return, where the amount of Erroneously Awarded Compensation is not subject to mathematical recalculation directly from the information in an Accounting Restatement: (a) the amount must be based on a reasonable estimate of the effect of the Accounting Restatement on the stock price or total shareholder return upon which the Incentive-Based Compensation was received; and (b) the Company must maintain documentation of the determination of that reasonable estimate and provide such documentation to NYSE. “Financial Reporting Measures” are any measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and any measures derived wholly or in part from such measures. Stock price and total shareholder

 
2 return are also Financial Reporting Measures. A Financial Reporting Measure need not be presented within the financial statements or included in a filing with the SEC. “Incentive-Based Compensation” is any compensation that is granted, earned, or vested based wholly or in part upon the attainment of a Financial Reporting Measure. “Lookback Period” means the three completed fiscal years immediately preceding the Required Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months within or immediately following those three completed fiscal years. A “Recovery Event” occurs when the Company is required to prepare an Accounting Restatement. “Required Restatement Date” means the earlier to occur of: (a) the date the Company’s Board, a committee of the Board, or the officer(s) of the Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is required to prepare an Accounting Restatement, or (b) the date a court, regulator, or other legally authorized body directs the Company to prepare an Accounting Restatement. “Section 16 Officer” is defined as an “officer” of the Company within the meaning of Rule 16a-1(f) of the Exchange Act. “Section 409A” means Section 409A of the Internal Revenue Code and the regulations and guidance promulgated thereunder. Amount Subject to Recovery The Incentive-Based Compensation that is subject to recovery under this Policy includes such compensation that is received by a Covered Executive (i) on or after October 2, 2023 (even if such Incentive-Based Compensation was approved, awarded or granted prior to this date), (ii) after the individual began service as a Covered Executive, (iii) if the individual served as a Section 16 Officer at any time during the performance period for such Incentive-Based Compensation, and (iv) while the Company has a class of securities listed on a national securities exchange or national securities association. The amount of Incentive-Based Compensation subject to recovery from a Covered Executive upon a Recovery Event is the Erroneously Awarded Compensation, which amount shall be determined by the Committee. For purposes of this Policy, Incentive-Based Compensation is deemed “received” in the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive- Based Compensation award is attained, even if the payment or grant of the Incentive-Based Compensation occurs after the end of that period. Recovery of Erroneously Awarded Compensation Promptly following a Recovery Event, the Committee will determine the amount of Erroneously Awarded Compensation for each Covered Executive, and the Company will provide each such Covered Executive with a written notice of such amount and a demand for repayment or return. Upon receipt of such notice, each affected Covered Executive shall promptly repay or return such Erroneously Awarded Compensation to the Company.

 
3 If such repayment or return is not made within a reasonable time, the Company shall recover Erroneously Awarded Compensation in a reasonable and prompt manner using any lawful method determined by the Committee; provided that recovery of any Erroneously Awarded Compensation must be made in compliance with Section 409A. Limited Exceptions Erroneously Awarded Compensation will be recovered in accordance with this Policy unless the Committee determines that recovery would be impracticable and one of the following conditions is met: • the direct expense paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided the Company has first made a reasonable effort to recover the Erroneously Awarded Compensation; or • the recovery would likely cause a U.S. tax-qualified retirement plan to fail to meet the requirements of Internal Revenue Code Sections 401(a)(13) and 411(a) and the regulations thereunder. Reliance on any of the above exemptions further must comply with applicable listing standards, including without limitation, documenting the reason for the impracticability and providing required documentation to NYSE. No Insurance or Indemnification Neither the Company nor any of its affiliates or subsidiaries may indemnify any Covered Executive against the loss of any Erroneously Awarded Compensation (or related expenses incurred by the Covered Executive) pursuant to a recovery of Erroneously Awarded Compensation under this Policy, nor will the Company nor any of its affiliates or subsidiaries pay or reimburse a Covered Executive for any insurance premiums on any insurance policy obtained by the Covered Executive to protect against the forfeiture or recovery of any compensation pursuant to this Policy. Interpretation The Committee is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy. This Policy shall be applied and interpreted in a manner that is consistent with the requirements of Rule 10D-1 and any applicable regulations, rules or standards adopted by SEC or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. In the event that this Policy does not meet the requirements of Rule 10D-1, the SEC regulations promulgated thereunder, or the rules of any national securities exchange or national securities association on which the Company’s securities are listed, this Policy shall be deemed to be amended to meet such requirements. Amendment; Termination The Board or the Committee may amend this Policy in its discretion and shall amend this Policy as it deems necessary to comply with the regulations adopted by the SEC under Rule 10D-1 and the rules of any national securities exchange or national securities association on which the Company’s securities are listed. The Board or the Committee may terminate this Policy at any time. Notwithstanding anything herein to the contrary, no amendment or termination of this Policy shall be effective if that amendment or termination would cause the Company to violate any federal

 
4 securities laws, SEC rules or the rules of any national securities exchange or national securities association on which the Company’s securities are listed. Other Recovery Rights Any right of recovery under this Policy is in addition to, and not in lieu of, any other remedies or rights of recovery that may be available to the Company pursuant to the terms of any similar provision in any employment agreement or other compensation plan or agreement and any other legal remedies available to the Company. This Policy is in addition to any other clawback or compensation recovery, recoupment or forfeiture policy in effect or that may be adopted by the Company from time to time, or any laws, rules or listing standards applicable to the Company, including without limitation, the Company’s right to recover compensation subject to Section 304 of the Sarbanes-Oxley Act of 2002. To the extent that application of this Policy would provide for recovery of Erroneously Awarded Compensation that the Company recovers pursuant to another policy or provision, the amount that is recovered will be credited to the required recovery under this Policy. Successors This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/20/244
For Period end:12/29/23
10/2/234
9/15/23
 List all Filings 

40 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/08/23  Graco Inc.                        8-K:1,9     6/08/23   11:55M
 5/23/23  Graco Inc.                        8-K:1,9     5/23/23   11:55M
 2/21/23  Graco Inc.                        10-K       12/30/22  100:20M
12/16/22  Graco Inc.                        8-K:1,9    12/16/22   11:297K
 4/27/21  Graco Inc.                        8-K:5,9     4/22/21   14:419K
 3/26/21  Graco Inc.                        8-K:1,9     3/25/21   13:1.6M
 2/26/21  Graco Inc.                        8-K:5,9     2/26/21   11:183K                                   Donnelley … Solutions/FA
 4/22/20  Graco Inc.                        10-Q        3/27/20   68:5.5M
 2/18/20  Graco Inc.                        10-K       12/27/19  109:13M
 2/03/20  Graco Inc.                        8-K:1,9     1/29/20   13:1.1M
 9/19/19  Graco Inc.                        8-K:5       9/19/19   13:227K
 7/24/19  Graco Inc.                        10-Q        6/28/19   67:6.4M
 3/13/19  Graco Inc.                        DEF 14A     4/26/19    1:971K                                   Donnelley … Solutions/FA
 2/19/19  Graco Inc.                        10-K       12/28/18  110:12M
 2/20/18  Graco Inc.                        10-K       12/29/17  111:12M
12/08/17  Graco Inc.                        8-K:5      12/08/17    3:110K
 7/26/17  Graco Inc.                        10-Q        6/30/17   64:5.2M
 2/21/17  Graco Inc.                        10-K       12/30/16  105:12M
 7/20/16  Graco Inc.                        10-Q        6/24/16   62:5M
 4/20/16  Graco Inc.                        10-Q        3/25/16   63:4.5M
 3/11/15  Graco Inc.                        DEF 14A     4/24/15    1:863K                                   Donnelley … Solutions/FA
 7/23/14  Graco Inc.                        10-Q        6/27/14   60:5.4M                                   Donnelley … Solutions/FA
 2/19/13  Graco Inc.                        10-K       12/28/12   76:11M                                    Donnelley … Solutions/FA
 4/25/12  Graco Inc.                        10-Q        3/30/12   58:3.8M                                   Donnelley … Solutions/FA
 4/02/12  Graco Inc.                        8-K:1,2,9   3/27/12    5:258K                                   Donnelley … Solutions/FA
 7/27/11  Graco Inc.                        10-Q        7/01/11   55:4.3M                                   Donnelley … Solutions/FA
 4/27/11  Graco Inc.                        10-Q        4/01/11   33:2.1M                                   Donnelley … Solutions/FA
 3/16/11  Graco Inc.                        8-K:1,2,9   3/11/11    2:590K                                   Donnelley … Solutions/FA
 2/22/11  Graco Inc.                        10-K       12/31/10   38:4.1M                                   Donnelley … Solutions/FA
10/20/10  Graco Inc.                        10-Q        9/24/10   30:2M                                     Donnelley … Solutions/FA
 3/11/10  Graco Inc.                        DEF 14A     4/23/10    1:577K                                   Donnelley … Solutions/FA
 2/17/09  Graco Inc.                        10-K       12/26/08    9:11M
 4/23/08  Graco Inc.                        10-Q        3/28/07    7:4.1M
 2/19/08  Graco Inc.                        10-K       12/28/07   12:17M
10/24/07  Graco Inc.                        10-Q        9/28/07    6:2.2M
 2/20/07  Graco Inc.                        10-K       12/29/06    4:7.4M
10/25/06  Graco Inc.                        10-Q        9/29/06    7:5.2M
 2/27/06  Graco Inc.                        10-K       12/30/05    9:9.5M
 8/01/05  Graco Inc.                        10-Q        7/01/05    7:4.9M
 2/28/05  Graco Inc.                        10-K       12/31/04    7:14M
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