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8-KThe WireRoutine

Shareholder Vote · Reg FD Disclosure

Filed Apr 28, 2023 · 3y ago · Accession 0001193125-23-126007

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 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.   THE GORMAN-RUPP COMPANY By   /s/ Brigette A. Burnell Brigette A. Burnell Executive Vice President, General Counsel and Corporate Secretary April 28, 2023
Filing details
Ticker
GRC
CIK
42682
Form type
8-K
Filing date
Apr 28, 2023
Report date
Apr 27, 2023
Document
d472539d8k.htm
Size
200 KB