- Notice of exempt solicitation. Definitive material. (PX14A6G)
March 26 2012 - 4:12PM
Edgar (US Regulatory)
Investment Office
(916) 795-3400 phone (916) 796-2842 fax
www.calpers.ca.gov
March 26, 2012
Dear Graco Inc. Shareowner:
SUPPORT PROPOSAL #6 TO PROVIDE FOR
MAJORITY VOTE IN DIRECTOR ELECTIONS
We would be grateful for your support
of Proposal #6 at the Graco Inc. April 20, 2012 annual general meeting. On record date February 21, 2012 CalPERS owned approximately
207,761 shares of Graco common stock. As a significant long-term shareowner of Graco, we ask that you support our non-binding shareowner
proposal asking the Board of Directors to amend the Company’s articles of incorporation and/or bylaws to provide that director
nominees be elected by the affirmative vote of a majority of the votes cast, and a plurality vote standard be retained for contested
director elections.
MAJORITY VOTE STANDARD TRENDS
Plurality voting is rapidly being replaced
with majority voting in uncontested director elections. Approximately 80% of the companies in the S&P 500 and 60% of the companies
in the Russell 1000 have adopted some form of majority voting – an indication of the current direction of good corporate
governance.
STRONG SHAREOWNER SUPPORT FOR REFORM
IN 2010 & 2011
Similar CalPERS proposals have been
submitted in 2010 and 2011 at Graco with the request to adopt a majority voting standard – the proposal received support
from over 63 percent of the voting shares in 2010 and over 70 percent in 2011.
PLEASE SUPPORT PROPOSAL #6
We ask that you vote
FOR
proxy proposal #6, our request
that Graco take the steps necessary to institute a majority-voting requirement for the election of directors.
Thank you for your support
on this very important issue.
Sincerely,
Anne Simpson
Senior Portfolio Manager, Investments
PLEASE NOTE: The cost of this solicitation is being borne entirely
by CalPERS and is being done through the use of the mail and telephone communication. Please do not send CalPERS your proxy card,
but return it to Graco Inc. using the instructions provided in the Company proxy material.
For additional information, please contact Garland Associates,
Inc. Tel: 561-366-1165. Should you have other proposal specific questions please feel free to contact Todd Mattley, CalPERS Investment
Officer at
Todd_Mattley@calpers.ca.gov
or
916-795-0565.
CalPERS Public Employees’ Retirement
System Shareowner Alert
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