Results of Operations · Shareholder Vote

8-K 1 a51548597.htm THE GORMAN-RUPP COMPANY 8-K   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, 2017 THE GORMAN-RUPP COMPANY (Exact name of registrant as specified in its charter) Ohio   1-6747   34-0253990 (State or other jurisdiction of incorporation) (Commission File Number)   (IRS Employer Identification No.)   600 South Airport Road, Mansfield, Ohio   44903 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code :   (419) 755-1011   (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: ⃞ 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)) Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 27, 2017, The Gorman-Rupp Company issued a news release announcing its financial results for the first quarter ended March 31, 2017.  This news release is included as Exhibit 99 and is being furnished, not filed, with the Current Report on Form 8-K. Item 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS The annual meeting of the shareholders of the Company was held on April 27, 2017 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,093,123 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 22,118,869 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 eight and to elect eight 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: For   Withheld   Broker Non-Votes James C. Gorman 19,081,782 256,363 2,780,724 Jeffrey S. Gorman 19,090,782 247,363 2,780,724 M. Ann Harlan 18,773,893 564,252 2,780,724 Thomas E. Hoaglin 18,742,236 595,909 2,780,724 Christopher H. Lake 18,749,258 588,887 2,780,724 Kenneth R. Reynolds 19,084,612 253,533 2,780,724 Rick R. Taylor 19,074,714 263,431 2,780,724 W. Wayne Walston 18,777,278 560,867 2,780,724 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 19,173,057 118,466 46,622 2,780,724 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 16,907,548 53,902 2,325,590 51,105 2,780,724 In the Company’s 2017 Proxy Statement, the Company’s Board of Directors recommended to shareholders that an advisory vote on the compensation paid to the Company’s named Executive Officers be conducted every year. 4. Ratify the appointment by the Audit Review Committee of the Board of Directors of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2017. The voting results were as follows: For   Against   Abstain 22,028,725 73,565 16,579 Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits Exhibit (99)      News Release dated April 27, 2017 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. THE GORMAN-RUPP COMPANY     By /s/ Brigette A. Burnell Brigette A. Burnell General Counsel and Corporate Secretary   April 27, 2017 EXHIBIT INDEX Exhibit (99) News Release dated April 27, 2017 -->