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 EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 27, 2023

 

THE GORMAN-RUPP COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

Ohio

(State or other jurisdiction

of Incorporation)

 

1-6747		34-0253990
(Commission File Number)		(I.R.S. Employee Identification No.)

 

600 South Airport Road, Mansfield, Ohio		44903
(Address of Principal Executive Offices)		(Zip Code)

(419) 755-1011

(Registrant’s Telephone Number, Including Area Code)

 

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:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class		Trading Symbol		Name of exchange on which registered
Common Shares, without par value		GRC		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders of The Gorman-Rupp Company (the “Company”) was held on April 27, 2023 virtually via webcast ( the “Annual Meeting”). As of the record date, there were a total of 26,178,250 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 20,634,526 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting and the final voting results on each such matter.

 

1.	Fix the number of Directors of the Company at nine and to elect nine Directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. The voting results were as follows:

 

Name		For		Withheld		Broker Non-Votes
Donald H. Bullock, Jr.		18,150,997		394,713		2,088,816
Jeffrey S. Gorman		18,365,119		180,591		2,088,816
M. Ann Harlan		18,379,761		165,949		2,088,816
Scott A. King		18,432,257		113,453		2,088,816
Christopher H. Lake		18,370,725		174,985		2,088,816
Sonja K. McClelland		18,422,159		123,551		2,088,816
Vincent K. Petrella		18,221,699		324,011		2,088,816
Kenneth R. Reynolds		18,414,822		130,888		2,088,816
Charmaine R. Riggins		18,452,940		92,770		2,088,816

 

2.	Approve, on an advisory basis, the compensation of the Company’s named Executive Officers. The voting results were as follows:

 

For		Against		Abstain		Broker Non-Votes
17,212,634		1,250,337		82,739		2,088,816

 

3.	Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named Executive Officers; The voting results were as follows:

 

Every Year		Every 2 Years		Every 3 Years		Abstain		Broker Non-Votes
17,203,238		17,726		1,282,483		42,263		2,088,816

The Company has determined that the advisory vote on the compensation of the Company’s named Executive Officers will be held every year until the next vote on the frequency of such advisory votes.

 

4.	Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2023. The voting results were as follows:

 

For		Against		Abstain
20,167,484		342,307		124,735

Item 7.01

Regulation FD Disclosure

On April 28, 2023, the Company issued a press release announcing the election of a new independent director. The press release is furnished as Exhibit 99 to this Current Report on Form 8-K.

 

Item 9.01

Financial Statements and Exhibits

 

(d)

Exhibits

 

Exhibit
(99)		News Release dated April 28, 2023
(104)		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.

 

April 28, 2023