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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Apr 27, 2020 · 6y ago · Accession 0001193125-20-120411

Plain English

Material event — a significant development the company must disclose promptly.

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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 23, 2020 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 Company was held on April 23, 2020 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,067,502 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 20,989,678 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 seven 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: Name For Withheld Broker Non-Votes Jeffrey S. Gorman 18,283,959 252,004 2,453,716 Donald H. Bullock 18,424,329 111,633 2,453,716 M. Ann Harlan 17,998,664 537,298 2,453,716 Christopher H. Lake 18,243,868 292,094 2,453,716 Sonja K. McClelland 18,421,113 114,850 2,453,716 Vincent K. Petrella 18,421,372 114,590 2,453,716 Kenneth R. Reynolds 18,414,040 121,922 2,453,716 Rick R. Taylor 18,244,594 291,369 2,453,716 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 18,228,105 202,808 105,049 2,453,716 3. Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2020. The voting results were as follows: For Against Abstain 20,844,582 108,470 36,626 Item 7.01 Regulation FD Disclosures On April 24, 2020, the Company issued a press release announcing the election of two new independent directors. 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 24, 2020 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 Vice President, General Counsel and Corporate Secretary April 27, 2020
Filing details
Ticker
GRC
CIK
42682
Form type
8-K
Filing date
Apr 27, 2020
Report date
Apr 23, 2020
Document
d903692d8k.htm
Size
34 KB
GRC 8-K (Apr 27, 2020) — FilingIndex