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Results of Operations · Shareholder Vote

Filed May 2, 2016 · 10y ago · Accession 0001193125-16-572136

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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): May 2, 2016 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) (419) 755-1011 (Registrant’s telephone number, including area code) NOT APPLICABLE (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 (see General Instruction A.2. below): ¨ 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)) Item 2.02. Results of Operations and Financial Condition On April 28, 2016, The Gorman-Rupp Company (the “Company”) issued a news release announcing its financial results for the first quarter ended March 31, 2016. This news release is included as Exhibit 99.1 and is being furnished, not filed, with this Current Report on Form 8-K. 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 28, 2016 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,083,623 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 21,758,440 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 eight 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: For Withheld Broker Non-Votes James C. Gorman 18,696,143 126,931 2,935,366 Jeffrey S. Gorman 18,717,837 105,237 2,935,366 M. Ann Harlan 18,710,505 112,569 2,935,366 Thomas E. Hoaglin 18,374,203 448,871 2,935,366 Christopher H. Lake 18,660,101 162,973 2,935,366 Kenneth R. Reynolds 18,719,686 103,388 2,935,366 Rick R. Taylor 18,701,414 121,660 2,935,366 W. Wayne Walston 18,403,505 419,569 2,935,366 2. Approve and adopt The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan. The voting results were as follows: For Against Abstain Broker Non-Votes 17,507,789 1,140,673 174,612 2,935,366 3. 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 18,476,633 169,374 177,067 2,935,366 4. Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2016. The voting results were as follows: For Against Abstain 21,456,427 114,013 188,000 Item 9.01. Financial Statements and Exhibits (d) Exhibits Exhibit 99.1 News Release dated April 28, 2016 Signature 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 General Counsel and Corporate Secretary May 2, 2016 Exhibit Index Exhibit Number Description 99.1 News Release dated April 28, 2016
Filing details
Ticker
GRC
CIK
42682
Form type
8-K
Filing date
May 2, 2016
Report date
May 2, 2016
Document
d189850d8k.htm
Size
70 KB