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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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 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
- Company
- GORMAN RUPP CO
- Ticker
- GRC
- CIK
- 42682
- Form type
- 8-K
- Filing date
- Apr 28, 2023
- Report date
- Apr 27, 2023
- Document
- d472539d8k.htm
- Size
- 200 KB