8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed Apr 25, 2025 · 1y ago · Accession 0000950170-25-058418
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 24, 2025
The Gorman-Rupp Company
(Exact name of Registrant as Specified in Its Charter)
Ohio
1-6747
34-0253990
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
600 South Airport Road
Mansfield , Ohio
44903
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (419) 755-1011
(Former Name or Former Address, if Changed Since Last Report)
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 Act:
Title of each class
Trading
Symbol(s)
Name of each 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 24, 2025 virtually via webcast ( the “Annual Meeting”). As of the record date, there were a total of 26,227,540 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 23,301,060 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.
20,186,121
523,458
2,591,481
Jeffrey S. Gorman
20,269,778
439,800
2,591,481
M. Ann Harlan
20,312,854
396,725
2,591,481
Pamela A. Heminger
20,634,459
75,120
2,591,481
Scott A. King
20,596,512
113,066
2,591,481
Christopher H. Lake
20,201,038
508,540
2,591,481
Sonja K. McClelland
20,622,029
87,459
2,591,481
Vincent K. Petrella
20,354,744
354,835
2,591,481
Kenneth R. Reynolds
20,471,829
237,750
2,591,481
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
19,932,898
659,655
117,026
2,591,481
3.
Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2025. The voting results were as follows:
For
Against
Abstain
22,693,809
523,224
84,026
Item 7.01 Financial Statements and Exhibits.
On April 25, 2025, 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 25, 2025
(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
Date:
April 25, 2025
By:
/s/ Brigette A. Burnell
Brigette A. Burnell
Executive Vice President, General Counsel and Corporate
Secretary
Filing details
- Company
- GORMAN RUPP CO
- Ticker
- GRC
- CIK
- 42682
- Form type
- 8-K
- Filing date
- Apr 25, 2025
- Report date
- Apr 24, 2025
- Document
- grc-20250424.htm
- Size
- 381 KB