Shareholder Vote · Reg FD Disclosure

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 22, 2021     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 22, 2021 virtually via webcast (“Annual Meeting”). As of the record date, there were a total of 26,109,185 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 23,261,617 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.      20,980,179        242,185        2,039,252   Jeffrey S. Gorman      20,993,368        228,996        2,039,252   M. Ann Harlan      21,067,019        155,346        2,039,252   Scott A. King      20,813,983        408,382        2,039,252   Christopher H. Lake      21,002,949        219,416        2,039,252   Sonja K. McClelland      20,989,464        232,901        2,039,252   Vincent K. Petrella      21,116,035        106,330        2,039,252   Kenneth R. Reynolds      20,980,255        242,110        2,039,252   Rick R. Taylor      20,598,567        623,798        2,039,252     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   20,971,950     167,164       83,269       2,039,252     3. Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2021. The voting results were as follows:   For   Against     Abstain   23,127,861     110,898       22,859   Item 7.01 Regulation FD Disclosures On April 23, 2021, the Company issued a press release announcing the election of a new 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 23, 2021 104    The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101) 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 Senior Vice President, General Counsel and Corporate Secretary April 23, 2021