Valspar Corporation Form 8-K dated February 14, 2005

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 Act of 1934

Date of Report (Date of earliest event reported):   February 23, 2005


THE VALSPAR CORPORATION

(Exact name of registrant as specified in its charter)


Delaware   1-3011   36-2443580  
(State or other  (Commission  (I.R.S. Employer 
jurisdiction of incorporation)  File Number)  Identification No.) 

1101 Third Street South, Minneapolis, Minnesota

55415
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:   (612) 332-7371

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 (see General Instruction A.2. below):

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 1.01        Entry into a Material Definitive Agreement.

The stockholders of The Valspar Corporation at its Annual Meeting on February 23, 2005 approved an amendment to increase the total number of shares reserved for issuance upon exercise of options to be granted under the Corporation’s Stock Option Plan for Non-Employee Directors. The amendment increases the total number of shares available for stock option grants by 250,000 shares to a total of 500,000 shares.




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.

           
    THE VALSPAR CORPORATION


Dated:   February 28, 2005


By:   
 

/s/   Rolf Engh
 
 
       Name:   Rolf Engh 
       Title:     Secretary 







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