8-KThe WireStrategic
Results of Operations · Shareholder Vote
Filed May 1, 2018 · 8y ago · Accession 0001193125-18-145275
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 26, 2018
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
(Registrants 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))
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 2.02.
Results of Operations and Financial Condition
On April 26, 2018, The Gorman-Rupp Company (the
Company) issued a news release announcing its financial results for the first quarter ended March 31, 2018. 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 26, 2018 in Mansfield, Ohio (Annual Meeting). As of the record date, there were a total of 26,106,623 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting,
21,694,075 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 Companys 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
18,816,033
238,650
2,639,392
Jeffrey S. Gorman
18,828,830
225,853
2,639,392
M. Ann Harlan
18,488,992
565,691
2,639,392
Thomas E. Hoaglin
18,411,737
642,946
2,639,392
Christopher H. Lake
18,480,689
573,994
2,639,392
Kenneth R. Reynolds
18,833,811
220,872
2,639,392
Rick R. Taylor
18,758,813
295,870
2,639,392
W. Wayne Walston
18,449,843
604,840
2,639,392
2.
Approve, on an advisory basis, the compensation of the Companys named Executive Officers. The voting results were as follows:
For
Against
Abstain
Broker Non-Votes
18,836,030
135,702
82,951
2,639,392
3.
Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2018. The voting results were as follows:
For
Against
Abstain
21,607,383
66,529
20,163
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits
Exhibit 99
News Release dated April 26, 2018
Exhibit Index
Exhibit
Number
Description
99
News Release dated April 26, 2018
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 1, 2018
Filing details
- Company
- GORMAN RUPP CO
- Ticker
- GRC
- CIK
- 42682
- Form type
- 8-K
- Filing date
- May 1, 2018
- Report date
- Apr 26, 2018
- Document
- d484706d8k.htm
- Size
- 70 KB