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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Filing text
View original ↗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
(Registrants 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 Companys 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 Companys 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
- Company
- GORMAN RUPP CO
- Ticker
- GRC
- CIK
- 42682
- Form type
- 8-K
- Filing date
- Apr 27, 2020
- Report date
- Apr 23, 2020
- Document
- d903692d8k.htm
- Size
- 34 KB