Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 19, 2009, the Board of Directors of The Valspar Corporation (the "Company") amended the Company's by-laws by adding to "Article I - Stockholders" new Sections 7-9 and 12-14. The amendments were made to (1) update and enhance the procedures for advance notice with respect to stockholder-proposed business and director nominations, and (2) establish procedures for stockholder action by written consent.

The addition of advance notice by-laws provides a method for determining the date by which stockholder proposals and director nominations must be submitted; and provides for certain initial disclosure requirements on the part of the proposing stockholder as well as certain requirements to periodically update the information in the notice prior to the meeting. The by-law additions also provide for orderly procedures to regulate the written consent process for a stockholder proposing to have stockholders act by written consent.

The above summary of amendments to the by-laws is qualified by reference to the actual text of the amendment which is filed with this Current Report as Exhibit 3.1 and incorporated herein by this reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

New Sections 7-9 and 12-14 of "Article I - Stockholders" of The Valspar Corporation By-Laws (as amended), furnished herewith and incorporated by reference as Exhibit 3.1.