TABLE OF CONTENTS


NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
SOLICITATION AND REVOCATION OF PROXIES
OUTSTANDING SHARES AND VOTING RIGHTS
ELECTION OF DIRECTORS (Proposal No. 1)
~~BOARD OF DIRECTORS AND DIRECTORS’ COMMITTEES~~CORPORATE GOVERNANCE Board of Directors and Board Committees
AUDIT ~~REVIEW~~ COMMITTEE REPORT
~~SHAREHOLDINGS BY NAMED~~ EXECUTIVE OFFICERS*COMPENSATION Compensation Discussion and Analysis
~~PRINCIPAL SHAREHOLDERS~~Pension Benefits
~~EXECUTIVE COMPENSATION~~Summary Compensation Table
~~COMPENSATION DISCUSSION AND ANALYSIS~~
~~PENSION BENEFITS~~Director Compensation
COMPENSATION COMMITTEE REPORT
BENEFICIAL OWNERSHIP OF SHARES
ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (Proposal No. 2)
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS (Proposal No. 3)
APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM (Proposal No. 2)4)
GENERAL INFORMATION
OTHER BUSINESS
~~AUDIT REVIEW COMMITTEE CHARTER~~

THE GORMAN-RUPP COMPANY

Mansfield, Ohio

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

The Annual Meeting of the Shareholders of The Gorman-Rupp Company will be held at the Company’s ~~Training Center, 270 West 6th Street,~~Corporate Headquarters, 600 South Airport Road, Mansfield, Ohio, on Thursday, April ~~23, 2009~~28, 2011 at 10:00 a.m., Eastern Daylight Time, for the purpose of considering and acting ~~upon:~~upon four proposals to:


	1.	~~A proposal to fix~~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;

	2.	~~A proposal to ratify~~Approve, on an advisory basis, the compensation of the Company’s named Executive Officers;

	3.	Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named Executive Officers;

	4.	Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, ~~2009;~~2011; and

	3.5.	Such other business as may properly come before the Meeting or any adjournment or adjournments thereof.

Holders of Common Shares of record at the close of business on March ~~11, 2009~~9, 2011 are the only Shareholders entitled to notice of and to vote at the Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April ~~23, 2009:~~28, 2011 —

This Notice of Annual Meeting of Shareholders, Proxy Statement and the Company’s ~~2008~~2010 Annual Report to Shareholders are available athttp://~~www.gormanrupp.com/eproxy.~~www.proxyvote.com. You will need to enter the 12-digit control number located on the proxy card.

Please promptly execute the enclosed proxy and return it in the enclosed envelope (which requires no postage if mailed in the United States), regardless of whether you plan to attend the Meeting.

By Order of the Board of Directors

David P. Emmens

Corporate Counsel and Secretary

March ~~26, 2009~~24, 2011

PROXY STATEMENT

March ~~26, 2009~~24, 2011

SOLICITATION AND REVOCATION OF PROXIES

This Proxy Statement is furnished to shareholders of The Gorman-Rupp Company in connection with the solicitation by the Board of Directors of the Company of proxies for use at the Annual Meeting of the Shareholders to be held at the Company’s ~~Training Center, 270 West 6th Street,~~Corporate Headquarters, 600 South Airport Road, Mansfield, Ohio, at 10:00 a.m., Eastern Daylight Time, on Thursday, April ~~23, 2009.~~28, 2011. Holders of Common Shares of record at the close of business on March ~~11, 2009~~9, 2011 are the only shareholders entitled to notice of and to vote at the Meeting.

A shareholder, without affecting any vote previously taken, may revoke his proxy by the execution and delivery to the Company of a later proxy with respect to the same shares, or by giving notice to the Company in writing or in open meeting. The presence at the Meeting of the person appointing a proxy does not in and of itself revoke the appointment.

OUTSTANDING SHARES AND VOTING RIGHTS

As of March ~~11, 2009,~~9, 2011, the record date for the determination of persons entitled to vote at the Meeting, there were ~~16,707,535~~16,788,535 Common Shares outstanding. Each Common Share is entitled to one vote.

The mailing address of the principal executive offices of the Company is ~~305 Bowman Street,~~600 South Airport Road, Mansfield, Ohio 44903. This Proxy Statement and accompanying proxy are being mailed to shareholders on or about March ~~26, 2009.~~24, 2011.

If notice in writing is given by any shareholder to the President, a Vice President or the Secretary of the Company, not less than 48 hours before the time fixed for the holding of the Meeting, that such shareholder desires that the voting for the election of Directors be cumulative, and if announcement of the giving of such notice is made upon the convening of the Meeting by the Chairman or Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as he possesses at such election. Under cumulative voting, a shareholder controls voting power equal to the number of votes which he otherwise would have been entitled to cast multiplied by the number of Directors to be elected. All of such votes may be cast for a single nominee or may be distributed among any two or more nominees as he may desire. If cumulative voting is invoked, and unless contrary instructions are given by a shareholder who signs a proxy, all votes represented by such proxy will be divided evenly among the candidates nominated by the Board of Directors, except that if so voting should for any reason not be effective to elect all of the nominees named in this Proxy Statement, then such votes will be cast so as to maximize the number of the Board of Directors’ nominees elected to the Board.

ELECTION OF DIRECTORS

(Proposal No. 1)

All Directors will be elected to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. Proxies received are intended to be voted in favor of fixing the number of Directors at eight and for the election of the nominees named below. Each of the nominees ~~with the exception of Ms. M. Ann Harlan,~~ is presently a Director of the Company. Mr. Jeffrey S. Gorman is the son of Mr. James C. Gorman, and Mr. Christopher H. Lake is the son of Dr. Peter B. Lake.

In the event that any of the nominees should become unavailable, which the Board of Directors does not anticipate, proxies are intended to be voted in favor of fixing the number of Directors at a lesser number or for a substitute nominee or nominees designated by the Board of Directors, in the discretion of the persons appointed as proxy holders. The proxies may be voted cumulatively for less than the entire number of nominees if any situation arises which, in the opinion of the proxy holders, makes such action necessary or desirable.

~~Based upon information received~~Director Qualifications

The nominees for Director are as follows:

James C. Gormanis Chairman of the Board and son of J.C. Gorman, co-founder of the Company. Mr. Gorman served as the Company’s President from 1964 until 1989, and as Chief Executive Officer from 1964 until 1996. Mr. Gorman also served on the ~~respective nominees~~Board of Directors of United Telephone Company of Ohio for 20 years and was Treasurer of a multi-million dollar internationalnot-for-profit entity for 35 years. Mr. Gorman, age 86, has served as a Director of ~~February 2, 2009,~~ the ~~following information~~Company since 1946.

Mr. Gorman was instrumental in the Company’s development and growth for more than 30 years as President and Chief Executive Officer and 11 years in sales, and therefore is ~~furnished~~highly knowledgeable about the pump industry and the Company’s products, customers and competitors.

Jeffrey S. Gormanis President and Chief Executive Officer of the Company. He was elected to these offices on May 1, 1998, after having served as Senior Vice President since 1996. He also served as General Manager of the Mansfield Division from 1989 through 2005 after service as Assistant General Manager from 1986 to 1988. Additionally, he held the office of Corporate Secretary from 1982 to 1990. Mr. Gorman is a member of the Board of Directors of Mechanics Savings Bank, Mansfield, Ohio and is Chairman of the Ohio Chamber of Commerce. Mr. Gorman, age 58, has served as a Director of the Company since 1989.

Mr. Gorman has been instrumental in continuing the Company’s development and growth for more than 30 years, especially with respect to ~~each person nominated for election as a Director.~~its international growth. He also is highly knowledgeable about all significant aspects of the pump industry and the Company’s products, customers and competitors.

Shares Owned

Director
Beneficially
Percent of

Name, Age and
Continuously
at Feb. 2,
Outstanding

Principal Occupation(1)
Since 2009(2) Shares

James C. Gorman
Chairman of the Company.
Age: 84 1946 1,325,180 (3) 7.93 %
Jeffrey S. Gorman
President and Chief Executive Officer
of the Company; General Manager of
the Company’s Mansfield Division
(until January 1, 2006).
Age: 56 1989 881,817 (4) 5.28 %
M. Ann Harlan
Vice President, General Counsel
& Secretary; The J.M. Smucker Company
(NYSE); Orrville, Ohio (Since 2002).
Age: 49 — 150 *

Shares Owned

Director
Beneficially
Percent of

Name, Age and
Continuously
at Feb. 2,
Outstanding

Principal Occupation(1)
Since 2009(2) Shares

Thomas E. Hoaglin
Chairman, President, Chief Executive
Officer and Director; Huntington
Bancshares, Inc. (Retired February 2009)
(NASDAQ); Columbus, Ohio(5).
Director; American Electric Power
Company, Inc. (NYSE).
Age: 59 1993 (6) 14,893 (7) *
Christopher H. Lake
President
(Vice President, July-
December 2005); SRI Quality
System Registrar; Wexford,
Pennsylvania. President; Dean &
Lake Consulting, Inc.; Powder
Springs, Georgia(2001-2005).
Age: 44
2000 31,941 (8) *
Dr. Peter B. Lake
Chief Executive Officer
(President until January 1, 2006);
SRI Quality
System Registrar;
Wexford, Pennsylvania.
Age: 66 1975 22,989 (9) *
Rick R. Taylor
President; Jay Industries
(automotive parts manufacturer);
President; Longview Steel Corp.
(steel wholesaler);
Mansfield, Ohio.
Director; Park National Corporation
(NYSE Alternext Exchange — formerly
AMEX).
Age: 61 2003 5,616 *

M. Ann Harlanis the recently retired Vice President and General Counsel of the J.M. Smucker Company (Smucker), a New York Stock Exchange (NYSE) publicly-traded food manufacturer. Ms. Harlan was a member of the Smucker executive management team responsible for setting and implementing corporate strategy and has broad experience with corporate governance issues and requirements of the NYSE, the Securities and Exchange Commission and the Sarbanes-Oxley Act of 2002. Ms. Harlan, age 51, has served as a Director of the Company since 2009.

Ms. Harlan has more than 12 years of experience as senior legal counsel at Smucker, which has significant family ownership and family senior management generally comparable to the ownership structure of the Company. She has extensive mergers and acquisition experience with Smucker and 15 years prior related experience with a major law firm. She also has broad experience with compensation and equity compensation plan development and administration.

Thomas E. Hoaglinis the retired Chief Executive Officer and Director of Huntington Bancshares, a publicly-traded financial institution. Mr. Hoaglin is a Director of American Electric Power Company, Inc. (NYSE), where he is the Chairman of the Directors and Corporate Governance Committee and also serves on the Human Resources (Compensation) Committee. Mr. Hoaglin, age 61, has served as a Director of the Company since 1993 and from 1986 to 1989.

Mr. Hoaglin qualifies as a financial expert for service as Chair of the Audit Committee. He has extensive major-corporation executive management experience and extensive board of directors’ experience in governance and executive compensation matters of publicly-held companies.

Christopher H. Lakeis President and Chief Operating Officer of SRI Quality System Registrar, an international third party ISO registrar and certification audit firm, after having served as Vice President from July to December 2005. The firm has operations in Asia and the European Union. Mr. Lake served as President of Dean & Lake Consulting, Inc, a regional consulting group that focused on operations and product development from 2001 to 2005. Previously, Mr. Lake was Principal and Industry Executive for aFortune 500global consulting company. Mr. Lake, age 46, has served as a Director of the Company since 2000.

Mr. Lake has major corporate service and operations experience with large service, banking and telecommunications clients. He also has major experience providing information technology services to large domestic and international companies.

Dr. Peter B. Lakeis Chairman and Chief Executive Officer and founder of SRI Quality System Registrar (SRI), an international third party ISO registrar and certification audit firm. He has been an officer of the company since its inception in 1991, serving as President through 2005. SRI is one of the top five U.S. owned and operated ISO registrars and an industry leader serving metals, processing and manufacturing companies worldwide. The firm has operations in Asia and the European Union.

Shares Owned

Director
Beneficially
Percent of

Name, Age and
Continuously
at Feb. 2,
Outstanding

Principal Occupation(1)
Since 2009(2) Shares

W. Wayne Walston
Partner (November 1, 2008);
Beers Mallers Backs & Salin, LLP;
Warsaw, Indiana.
Partner (January 1, 2007); Miner Lemon &
Walston, LLP (attorneys); Warsaw, Indiana.
Owner; Walston Elder Law Office
(attorneys); Warsaw, Indiana (July 1,
2003 — January 1, 2007).
Age: 66 1999 10,223 (10) *

Dr. Lake also founded an internationally recognized calibration and testing laboratory accreditation body. Dr. Lake, age 68, has served as a Director of the Company since 1975.

Dr. Lake spent his early career in the steel industry with Youngstown Sheet and Tube and National Steel holding a variety of management positions, including Director — R&D and Corporate Quality Manager, before founding SRI. He has a Ph.D. degree in Metallurgical Engineering and has international quality management systems experience. His financial experience and analytical expertise are applicable to benefits plan investment management.


*		~~Represents less than 1% of the outstanding shares.~~

~~(1)~~		~~Except as otherwise indicated, there has been no change in occupation during the past five years.~~

~~(2)~~		Reported in accordance with the beneficial ownership rules of the Securities and Exchange Commission under which a person is deemed to be the beneficial owner of a security if he has or shares voting power or investment power in respect of such security. Accordingly, the amounts shown in the table do not purport to represent beneficial ownership for any purpose other than compliance with the Commission’s reporting requirements. Voting power or investment power with respect to shares reflected in the table is not shared with others except as otherwise indicated.

~~(3)~~		Includes 565,613 shares owned by Mr. Gorman’s wife and 106,390 shares held in a trust of which Mr. Gorman is a co-trustee. Mr. Gorman has a beneficial interest in 106,390 of the shares held in the trust, considers that he shares the voting and investment power with respect to all of the foregoing shares, but otherwise disclaims any beneficial interest therein. The amount shown in the table excludes 1,784,135 shares beneficially owned by members of Mr. Gorman’s immediate family and 450,956 shares held in trusts of which he and members of his family have beneficial interests. (106,390 of the shares held in trust are the same shares described above.) Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this note (3).

~~(4)~~		Includes 72,799 shares owned by Mr. Gorman’s wife and 225,347 shares owned by his children. Mr. Gorman considers that he shares the voting and investment power with respect to all of the foregoing shares, but otherwise disclaims any beneficial interest therein. The amount shown in the table excludes 74,766 shares held in a trust in which Mr. Gorman has a beneficial interest. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this note (4).

~~(5)~~		~~On June 2, 2005, Huntington Bancshares, Inc. (“Huntington”) announced that the Securities and Exchange Commission (“Commission”) approved the settlement of the Commission’s previously~~

Rick R. Tayloris President of Jay Industries, a Tier 1 automotive parts manufacturer. Jay Industries also is a Tier 2 parts manufacturer for several other industrial companies. In addition, Mr. Taylor is President of Longview Steel Corporation, a steel wholesaler. Mr. Taylor has been a Director of Park National Corporation, a NYSE publicly traded regional bank holding company, since 1995; he serves on the Investment Committee. Mr. Taylor, age 63, has served as a Director of the Company since 2003.

Mr. Taylor’s major company manufacturing experience spans 40 years. He has extensive international supply chain experience, and board of directors’ experience, including investment management.

W. Wayne Walstonhas been a partner in the Warsaw, Indiana office of Beers Mallers Backs & Salin, LLP (attorneys) since November, 2008. Prior to that, Mr. Walston was a partner in Miner Lemon & Walston, LLP from January 2007, and owner of the Walston Elder Law Office from July 2003 through December 2006. Mr. Walston previously was an officer of Sprint Corporation for 14 years as Legal and External Affairs officer; he also served as Secretary to the Board of Directors of five separate state operating entities. Mr. Walston, age 68, has served as a Director of the Company since 1999.

Mr. Walston has extensive experience with labor and employment relations, antitrust compliance, Securities and Exchange Commission compliance, state regulatory compliance for public utilities, legislative and regulatory advocacy, real estate contracts and transactions, corporate communications and corporate litigation. He also has extensive major publicly-held company board of directors’ experience, including corporate governance.

Additional Director Nominee Information

Involvement by Mr. Hoaglin in Certain Legal Proceedings —On June 2, 2005, Huntington Bancshares, Inc. (“Huntington”) announced that the Securities and Exchange Commission (“Commission”) approved the settlement of the Commission’s previously announced formal investigation into certain financial accounting matters relating to Huntington’s fiscal years 2002 and earlier and certain related disclosure matters. As a part of the settlement, the Commission instituted a cease and desist administrative proceeding and entered a cease and desist order, as well as filed a civil action in federal


		announced formal investigation into certain financial accounting matters relating to Huntington’s fiscal years 2002 and earlier and certain related disclosure matters. As a part of the settlement, the Commission instituted a cease and desist administrative proceeding and entered a cease and desist order, as well as filed a civil action in federal district court pursuant to which, without admitting or denying the allegations in the complaint, Huntington, its former chief financial officer, its former controller, and Mr. Hoaglin consented to pay civil money penalties. Huntington consented to pay a penalty of $7.5 million. Without admitting or denying the charges in the administrative proceeding, Huntington and the individuals each agreed to cease and desist from committing and/or causing the violations charged as well as any future violations of the Commission’s regulations. Additionally, Mr. Hoaglin agreed to pay disgorgement, pre-judgment interest, and penalties in the amount of $667,609. The former chief financial officer and the former controller each also agreed to pay amounts consisting of disgorgement, pre-judgment interest, and penalties and also consented to certain other non-monetary penalties.

~~(6)~~		~~Mr. Hoaglin also served as a Director of the Company from 1986 to 1989.~~

~~(7)~~		~~Includes 4,393 shares as to which Mr. Hoaglin shares voting and investment power.~~

~~(8)~~		Includes 25,706 shares owned by Mr. Lake’s minor children as to which Mr. Lake considers that he shares the voting and investment power with respect thereto, but otherwise disclaims any beneficial interest therein.

~~(9)~~		~~Includes 3,807 shares owned by Mrs. Lake as to which Dr. Lake shares voting and investment power.~~

~~(10)~~		The amount shown in the table excludes 987 shares held in a trust of which Mr. and Mrs. Walston are co-trustees. Mr. Walston disclaims beneficial ownership of all of the shares referred to in this note (10).

district court pursuant to which, without admitting or denying the allegations in the complaint, Huntington, its former chief financial officer, its former controller, and Mr. Hoaglin consented to pay civil money penalties. Huntington consented to pay a penalty of $7.5 million. Without admitting or denying the charges in the administrative proceeding, Huntington and the individuals each agreed to cease and desist from committingand/or causing the violations charged as well as any future violations of the Commission’s regulations. Additionally, Mr. Hoaglin agreed to pay disgorgement, pre-judgment interest, and penalties in the amount of $667,609. The former chief financial officer and the former controller each also agreed to pay amounts consisting of disgorgement, pre-judgment interest, and penalties and also consented to certain other non-monetary penalties.

~~BOARD OF DIRECTORS AND DIRECTORS’ COMMITTEES~~CORPORATE GOVERNANCE

Board of Directors and Board Committees

The Company requires that a majority of its Directors must be “independent” as required by the listing standards of the NYSE Amex Exchange and the Securities and Exchange Commission (SEC) rules, or by other regulatory or legislative bodies as may be established. The Board, on an annual basis, makes a determination as to the independence of each Director in accordance with these prescribed rules or regulations. In general, “independent” means that a Director has no material relationship with the Company or any of its subsidiaries. The existence of a “material” relationship must be determined upon a review of all relevant facts and circumstances, and generally is a relationship that might reasonably be expected to compromise the Director’s ability to maintain his or her independence from management.

Based on its review, the Board of Directors affirmatively determined, after considering all relevant facts and circumstances, that no Non-Employee Director has a material relationship with the Company and that all Non-Employee Directors meet the independence standards of the Company’s Corporate Governance Guidelines as well as the independence standards of the current NYSE Amex Exchange and SEC corporate governance requirements for listed companies.

During ~~2008,~~2010, a total of five regularly scheduled meetings of the Board of Directors (at least one each quarter), ~~a total of three~~two special meetings of the Board of Directors, and a total of 1220 meetings of all standing Directors’ Committees were held. All Directors attended at least 75% of the aggregate of the total number of meetings held by the Board of Directors and of the total number of meetings held by the respective committees on which they served. In ~~2008,~~2010, the “independent” Directors met ~~once~~at four of the five regularly scheduled meetings of the Board of Directors in executive session without the presence of the non-independent Directors and any members of the Company’s management.

The Board of Directors has four separately designated standing committees: (1) an Audit ~~Review~~ Committee, whose present members are Thomas E. Hoaglin ~~(Chairman~~(Chair and “independent audit committee financial

whose present members are W. Wayne Walston ~~(Chairman)~~(Chair), ~~Thomas E. Hoaglin~~M. Ann Harlan and Christopher H. Lake; (3) a Pension Committee, whose present members are Dr. Peter B. Lake ~~(Chairman)~~(Chair), Rick R. Taylor and W. Wayne Walston; and (4) aGovernance and Nominating Committee, which succeeds the previous Nominating Committee, whose present members are M. Ann Harlan (Co-Chair), Christopher H. Lake ~~(Chairman)~~(Co-Chair), ~~Thomas E. Hoaglin~~ and Rick R. Taylor. All members of each ~~committee~~Committee are independent Directors. Each committee is governed by a written charter adopted by the Board of Directors detailing its authority and responsibilities. These charters are reviewed and updated periodically as legislative and regulatory developments and business circumstances warrant. The Board Committees’ charters are available in their entirety on the Company’s website athttp://www.gormanrupp.com.

Audit Committee

The Audit ~~Review~~ Committee held ~~five~~six meetings in ~~2008.~~2010. Its principal functions include reviewing the arrangement and scope of the audit of the Company’s consolidated financial statements, considering comments made by the independent registered public accountants with respect to internal controls and financial reporting, considering ~~corrective action~~related actions taken by management, reviewing internal accounting systems, procedures and controls with the Company’s internal auditor and financial staff, ~~and~~ reviewing non-audit services provided by the independent ~~accountants. The~~registered public accountants, and organizational oversight of the Company’s enterprise risk management plan.

Compensation Committee ~~is governed by a written charter adopted by the Board of Directors.~~

The Compensation Committee held ~~two~~eight meetings during ~~2008.~~2010. Its principal functions are, subject to approval by the Board of Directors, to evaluate, develop and monitor compensation policies and programs for the Company’s ~~executive~~ officers and Directors, and to recommend the salaries and profit sharing for the ~~executive~~ officers. (AA more comprehensive description of the Compensation Committee’s functions is set forth under the caption “Compensation Discussion and Analysis”.)

Pension Committee

The Pension Committee held ~~three~~four meetings in ~~2008.~~2010. Its principal functions are to monitor ~~and assist in~~ the investment of the assets associated with the Company’s defined benefit pension plan and 401(k) defined contribution ~~plan.~~plan and to assist in evaluating recommended changes in such investments.

~~The~~Governance and Nominating Committee

To emphasize expanding corporate governance considerations in recent years, the Board of Directors recommended and approved the change of name of the previous Nominating Committee to Governance and Nominating Committee during 2010. The Governance and Nominating Committee

held two meetings during ~~2008.~~2010. Its principal functions involve the identification, evaluation and recommendation of individuals for nomination as members of the Board of ~~Directors. Members~~Directors, succession planning for the Company’s Chief Executive Officer and other Executive Officers, succession planning for other corporate officers and key operating executives, and periodic review of the ~~Nominating Committee are “independent” in accordance~~Board Committees’ charters and Corporate Governance Guidelines for compliance with ~~Section 803A of the listing standards of the NYSE Alternext Exchange (formerly American Stock Exchange).~~evolving regulations and Board-desired corporate goals.

The Governance and Nominating Committee ~~does not have a written~~ charter ~~but follows~~incorporates the Company’s policies and procedures by which to consider recommendations from shareholders for Director nominees. ~~(These written policies and procedures were recommended by the Committee and adopted by the Board of Directors for the Committee in 1991.)~~ Any shareholder wishing to propose a candidate should deliver a typewritten or legible hand-written communication to the Company’s Corporate Secretary. The submission should provide detailed business and personal biographical data about the candidate, and include a brief analysis explaining why the individual is well-qualified to become a Director nominee. All recommendations will be acknowledged by the Corporate Secretary and promptly referred to the Governance and Nominating Committee for evaluation.

The Governance and Nominating Committee does not believe that any particular set of skills, qualities or ~~qualities are~~diversities is most appropriate for a Director candidate. All Director candidates, including any recommended by

shareholders, are first evaluated based upon their (i) integrity, strength of character, practical wisdom and mature judgment; (ii) business and financial expertise and experience; ~~(ii)~~(iii) intellect to comprehend the issues confronting the Company; ~~(iii) reputation for diligence, and limited time conflicts;~~ and (iv) ~~integrity, strength~~availability of ~~character, practical wisdom~~adequate time to devote to the affairs of the Company and ~~mature judgment. Any~~attend Board and Committee meetings. The Governance and Nominating Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. New Director ~~candidate will be~~candidates are subject to a background check performed by the Committee. In addition, the candidate will be personally interviewed by one or more Committee members before he or she is nominated for election to bethe Board of Directors. In considering candidates for the Board, the Governance and Nominating Committee considers the entirety of each candidate’s credentials in the context of their skills, qualities or diversities. With respect to the nomination of continuing Directors for re-election, the individual’s historical contributions to the Board are also considered.

Risk Oversight

The Board of Directors believes that control and management of risk are primary responsibilities of senior management of the Company. As a ~~new member~~general matter, the entire Board of Directors is responsible for oversight of this important senior management function. The Audit Committee is responsible to the Board for the organizational oversight of the Company’s comprehensive enterprise risk management plan. Additional oversight of some risks is performed by specific Board committees, e.g., financial reporting risks are overseen by the Audit Committee, benefit plan investment risks are overseen by the

AUDIT COMMITTEE REPORT

The Audit Committee has submitted the following report to the Board of Directors:


	(i)	The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2010 and the assessment of the Company’s internal control over financial reporting with the Company’s management and the Company’s independent registered public accountants;

	(ii)	The Audit Committee has discussed with the Company’s independent registered public accountants the matters required to be discussed by Statement on Auditing Standards No. 61, as amended (AICPA, Professional Standards, Vol. 1. AU section 380), as adopted by the Public Company Accounting Oversight Board in Rule 3200T;

	(iii)	The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accountants required by the Public Company Accounting Oversight Board Rule 3526 (Communication with Audit Committees Concerning Independence), and has discussed the issue of independence, including the provision of non-audit services to the Company, with the independent registered public accountants;

	(iv)	With respect to the provision of non-audit services to the Company, the Audit Committee has obtained a written statement from the Company’s independent registered public accountants that they have not rendered any non-audit services prohibited by the Securities and Exchange Commission rules relating to auditor independence, and that the delivery of any permitted non-audit services has not and will not impair their independence;

	(v)	Based upon the review and discussions referred to above, the Audit Committee has recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report onForm 10-K for the fiscal year ended December 31, 2010, to be filed with the Securities and Exchange Commission; and

	(vi)	In general, the Audit Committee has fulfilled its commitments in accordance with its Charter.

Members of the Audit Committee are also “independent” in accordance with the additional listing standards of the NYSE Amex Exchange, and the Chairman is an “independent audit committee financial expert” in accordance with Securities and Exchange Commission rules.

The foregoing report has been furnished by members of the Audit Committee.


/s/ Thomas E. Hoaglin	/s/ Peter B. Lake	/s/ W. Wayne Walston
Thomas E. Hoaglin, Chair	Dr. Peter B. Lake	W. Wayne Walston

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Overview

The Compensation Committee (the “Committee”) of the Board of Directors is authorized (i) to review and evaluate the compensation policies and programs for the Company’s Chief Executive Officer and its other officers (collectively, the “Officers”); (ii) to review, at least annually, the Chief Executive Officer’s progress assessments of the other Officers and to evaluate the Chief Executive Officer’s progress assessment; and (iii) to review and recommend the annual salaries and profit sharing determinations for the Officers to the Board of Directors.

~~The~~Three independent Directors comprise the Committee. Their responsibilities are carried out pursuant to authority delegated by the Board of Directors ~~has determined that all Non-Employee Directors (Messrs. Hoaglin, C.H. Lake, P. B. Lake, Taylor,~~ and ~~Walston) are “independent” Directors~~ in accordance with ~~Section 803A~~the federal securities laws and other applicable laws and regulations.

Philosophy and Objectives

Under the Committee’s supervision, the Company has formulated a compensation philosophy that assures the provision of fair, competitive and performance-based compensation to the Officers. The philosophy reflects the belief that compensation of the ~~listing standards~~Officers should be aligned with the Company’s historical compensation, its culture, and its profitability.

The implementation of the ~~NYSE Alternext Exchange (formerly American~~Company’s philosophy seeks (i) to attract and retain a group of talented individuals with the education, experience, skill sets and professional presence deemed best suited for the respective Officer positions; and (ii) to continually motivate those individuals to help the Company achieve its strategic goals and enhance profitability by offering them incentive compensation in the form of profit sharing, in addition to their salaries, driven by their individual progress assessments and the Company’s results of operations.

Periodic Reviews

In devising and maintaining the Company’s Officer compensation program, the Committee from time to time reviews generally available published data relevant to the compensation of officers in competitor companies that manufacture pumps and related fluid control equipment. The Committee also regularly consults with executive management and periodically with outside accounting and legal advisors as appropriate in arriving at compensation recommendations, subject to approval by the Board of Directors.

To provide additional perspective on its internal review and feedback from other outside advisors, in 2007, following its review of the qualifications of several compensation consultants, the Committee engaged the services of Watson Wyatt Worldwide, now known as Towers Watson, an independent compensation consulting company, for a formal benchmarking review. This original review was followed by a subsequent benchmarking review in 2010 by Towers Watson (“Watson”).

The Committee’s initial review objectives were to establish an appropriate peer group for evaluating Officer compensation generally; complete a competitive assessment of pay levels for the Chief Executive Officer and Chief Financial Officer; and develop the structure of the compensation for the Chief Executive Officer and Chief Financial Officer positions including annual incentive opportunities and long-term incentive arrangements, if any. During 2010, the Committee expanded its review to include the compensation of other corporate officer positions and the compensation for the Company’s Non-Employee Directors.

The Committee, working with Watson, obtained public data from a peer group of publicly-traded industrial manufacturing companies identified as applicable benchmark companies for comparative compensation analysis, ranked for relevance to the Company based on the following criteria:


	1.	Industry/product type — fluid control related companies with the same, or similar SIC codes.

	2.	Organization size — companies comparable in size based on revenue.

	3.	Location — primarily companies headquartered in the Midwest and outside of major metropolitan areas.

The Committee received a draft report from Watson and made several observations and recommendations regarding the selected peer group data. Watson then completed their report for their 2010 review and the Committee reviewed the compensation details of each of the peer group companies for their respective officer and Board Non-Employee Director positions. The Committee subsequently made and reported its recommendations for near-term and long-term adjustments for compensation of each of the Company’s officer positions to the Board. The Committee also determined that Non-Employee Director compensation would not be changed during 2010.

Annual Reviews

Prior to the Company’s Annual Meeting of Shareholders, the Committee reviews with the Chief Executive Officer the recommended annual base salary for each of the Officers (other than the Chief Executive Officer). The Committee independently reviews the base salary for the Chief Executive Officer and develops a recommendation therefor. These salary reviews include consideration of updated compensation advisor data and other relevant information in arriving at the Committee’s

recommendations. The Committee then reports the results of its compensation reviews and recommendations to the Board of Directors.

Following the end of each year and the conclusion of the Company’s audited financial statements results, management calculates the total amount of profit sharing available for awarding to the Officers based on the Company’s achieved operating income and the award percentage determined at the beginning of the year. The Chief Executive Officer then determines a recommended allocation of the available profit sharing award pool among the Officers based on the respective Officer’s prior profit sharing award history and their current year progress assessment.

The Committee reviews with the Chief Executive Officer the recommended profit sharing award for each of the Officers (other than the Chief Executive Officer). The Committee independently reviews the profit sharing award for the Chief Executive Officer and develops a recommendation therefor. These profit sharing reviews include consideration of the Chief Executive Officer’s progress assessments of the other Officers, and the Committee’s independent progress assessment of the Chief Executive Officer. The Committee then reports the results of its profit sharing reviews and recommendations to the Board of Directors.

Elements of Compensation

The Company’s Officer compensation program is designed to reward leadership, initiative, teamwork and top-quality performances among the Officers. The program consists of three elements: base salary; profit sharing; and a component of modest miscellaneous benefits. Incentive stock or option awards and non-equity incentive plan compensation have never been a part of the Company’s Officer compensation program. In addition, the Company has not entered into employment contracts with any of the Officers.

Although not an element of Officer compensation, ownership of the Company’s Common Shares by the Officers has continually been considered a worthy goal within the Company. The Company has paid increased dividends on its Common Shares for 38 consecutive years and paid such quarterly dividends regularly for over 60 years. Toward that end, the Company sponsors purchase opportunities, including a partial Company match, aimed at encouraging the Officers, and substantially all other employees, to voluntarily invest in the Common Shares.

Base Salary and Profit Sharing —Base salaries are premised upon the relative responsibilities of the given Officers and industry surveys and related data. Initial salaries generally are set below competitive levels paid to comparable officers at other entities engaged in the same or similar businesses as the Company. Upon hire, actual salaries are adjusted based on performance judgments of each person’s qualifications, prior accomplishments and expected future contributions in his or her Officer role.

The Company intentionally relies to a large degree on incentive compensation in the form of profit sharing to attract and retain the Officers. This profit sharing provides motivation for them to perform to the full extent of their individual abilities and as a team to build Company profitability and shareholder value on a continuing, long-term basis.

Other Compensation —The Officers receive a variety of modest miscellaneous benefits, the value of which is represented for the named Executive Officers under the caption “All Other Compensation” in the Summary Compensation Table. These benefits include taxable life insurance, and Company contributions to the Christmas Savings Plan, the 401(k) Plan and the Employee Stock ~~Exchange)~~Purchase Plan.

Stock Ownership —The Company has long encouraged the Officers to voluntarily invest in the Company’s Common Shares. As a consequence, the Company makes the purchase of its Common Shares convenient, in some cases with Company cash contributions, and in all cases without brokers’ fees or commissions, under an Employee Stock Purchase Plan, a 401(k) Plan and a Dividend Reinvestment Plan. Although these plans do not constitute elements of Officer compensation, all of the current Officers are shareholders and participate in one or more of the foregoing plans.

Pension Benefits

The pension plan in which three of the Company’s Executive Officers participate is a defined benefit plan covering substantially all U.S. employees of the Company for which new entry terminated as of December 31, 2007. Effective January 1, 2008 a new and enhanced 401(k) Plan was adopted for new employees hired thereafter.

The pension plan offers participants the option to choose between monthly benefits or a single sum payment. The monthly pension benefits are equal to the product of 1.1% of final average monthly earnings (based on compensation during the final ten years of service) and the number of years of credited service. A single sum amount is equal to the present value of the final monthly pension benefit multiplied by a single premium immediate annuity rate as defined by the plan. Historically, nearly all participants in the plan elect the single sum amount at retirement. The single sum payment option is used for financial reporting purposes for the fiscal year ended December 31, 2010, computed as the plan measurement date of December 31, 2010. Actuarial assumptions used by the Company in determining the present value of the accumulated benefit amount consist of a 5% interest rate, a 5% discount rate and The IRS 2008+ Applicable Mortality Table. Base compensation in excess of $225,000 is not taken into account under the plan. Vesting occurs after five years of credited service.

Summary Compensation Table

The table below contains information pertaining to the annual compensation of the Company’s principal executive officer, its principal financial officer, and its other executive officers.


													Change in
											Non-		Pension
											Equity		Value and
											Incentive		Nonqualified
							Stock		Option		Plan		Deferred			All Other
Name and					Bonus		Awards		Awards		Compensation		Compensation			Compensation
Principal Position	Year		Salary		(1)		(2)		(2)		(2)		Earnings(3)			(4)		Total

Jeffrey S. Gorman(5)		2010	$	285,417	$	174,000	$	0	$	0	$	0	$	77,197		$	7,361	$	543,975
President and Chief		2009		252,053		135,000		0		0		0	��	107,776			7,430		502,259
Executive Officer		2008		252,000		175,000		0		0		0		56,794			2,815		486,609
Wayne L Knabel(6)(7)		2010		188,333		117,000		0		0		0		0			34,008		339,341
Chief Financial Officer		2009		170,153		85,000		0		0		0		0			17,495		272,648
and Treasurer
David P. Emmens(7)		2010		116,250		58,000		0		0		0		28,585			6,772		209,607
Corporate Counsel		2009		104,981		45,000		0		0		0		24,591			6,063		180,635
and Secretary		2008		105,000		52,000		0		0		0		19,487			5,873		182,360
James C. Gorman(8)		2010		100,000		15,000		0		0		0		(20,619	)		4,786		99,167
Chairman		2009		92,538		12,000		0		0		0		(21,277	)		4,742		88,003
		2008		100,000		15,000		0		0		0		(29,121	)		4,709		90,588


(1)		The Company only provides additional profit sharing compensation as potential incentive compensation to substantially all its employees.

(2)		The Company has never offered incentive stock or option awards or non-equity incentive plan compensation as a part of the Company’s compensation programs.

(3)		The amounts reflect the non-cash change in pension value recognized for financial statement reporting purposes for the fiscal year ended December 31, 2010, in accordance with SEC Release Nos.33-8732A;34-54302A. In computing the change in pension value, the Company applies the assumptions used for financial reporting purposes and a measurement date of December 31 for benefit plan determinations. The change in pension value is the aggregate increase in the actuarial present value of the Executive Officer’s accumulated benefit measured from the plan measurement date in 2009 to the measurement date in 2010. The Company does not offer nonqualified deferred compensation earnings to any of its employees.

(4)		Amounts include taxable life insurance, and Company contributions to the Company’s 401(k) Plan, Employee Stock Purchase Plan and Christmas Savings Plan.

(5)		Mr. J.S. Gorman’s annual salary was increased to $300,000 by the Board of Directors in July 2010. His salary was last adjusted in May 2008 and in 2009 he took a voluntary pay reduction of 15% of his salary for over one-half of the year totaling $22,947. Average pay reductions of other personnel

Director Compensation Table

The table below summarizes the total compensation paid for service of each of the named Non-Employee Directors of the Company for the calendar year ended December 31, ~~2008.~~2010.

~~Director Compensation~~


									Change in														Change in
									Pension Value														Pension Value
									and														and
									Nonqualified														Nonqualified
	Fees						Non-Equity		Deferred						Fees						Non-Equity		Deferred
	Earned or				Option		Incentive Plan		Compensation		All Other				Earned or		Stock		Option		Incentive Plan		Compensation		All Other
	Paid in		Stock		Awards		Compensation		Earnings		Compensation				Paid in		Awards		Awards		Compensation		Earnings		Compensation
Name	Cash(1)		Awards(2)		($)		($)		($)		($)		Total		Cash(1)		(2)		($)		($)		($)		($)		Total

M. Ann Harlan															$	15,775	$	12,400	$	0	$	0	$	0	$	0	$	28,175
Thomas E. Hoaglin	$	21,950	$	19,825	$	0	$	0	$	0	$	0	$	41,775		15,850		12,400		0		0		0		0		28,250
Christopher H. Lake		20,650		19,825		0		0		0		0		40,475		15,775		12,400		0		0		0		0		28,175
Peter B. Lake, Ph.D.		19,350		19,825		0		0		0		0		39,175		17,275		12,400		0		0		0		0		29,675
Rick R. Taylor		17,850		19,825		0		0		0		0		37,675		15,275		12,400		0		0		0		0		27,675
W. Wayne Walston		21,950		19,825		0		0		0		0		41,775		19,200		12,400		0		0		0		0		31,600
John A. Walter(3)		10,300		0		0		0		0		0		10,300


(1)		Each Non-Employee Director receives a fee for each of the Board of Directors meetings attended. Fees were ~~$2,500~~$2,750 for each meeting attended ~~and held prior to the Annual Meeting of Shareholders in April 2008 and $2,750 for the remaining meetings held~~ during ~~2008.~~2010. Directors serving as members of Board Committees receive an additional fee of $500 for each Committee meeting attended that is held in conjunction with a meeting of the Board of Directors. ~~Fees were $300 for each Committee meeting attended and held prior to the Annual Meeting of Shareholders in April 2008 and $500 for~~


		~~the remaining Committee meetings held during 2008.~~ Each Committee Chairman also receives a retainer fee of $1,000 per year. In support of the Company’s management and employees, substantially all of whom underwent compensation reductions for more than six months during 2009, the Non-Employee Directors, upon recommendation of the Compensation Committee, voted unanimously on October 22, 2009 to reduce all components of Director fees by 15%. This reduction remained in effect through April 22, 2010.

(2)		Effective May 22, 1997, the Board of Directors adopted a Non-Employee Directors’ Compensation Plan. Under the Plan, as additional compensation for regular services to be performed as a Director, an automatic award of 500 Common Shares (from the Company’s treasury) will be made on each July 1 to each Non-Employee Director then serving on the Board. (On July 27, 2006, the Board of Directors adopted a resolution extending the Non-Employee Directors’ Compensation Plan for an additional term until the earlier of (i) May 21, 2017, (ii) at such time as all of the Company’s Common Shares authorized for award under the Plan and registered underForm S-8 Registration StatementNo. 333-30159 shall have been awarded and issued, (iii) at such time as the Company deregisters any Common Shares not issued under the foregoing Registration Statement, or (iv) at such time as the Plan is terminated by action of the Board of Directors.) The award of 500 Common Shares made on July 1, ~~2008~~2010 had a market value of ~~$19,825.~~

~~(3)~~		~~Mr. John A. Walter retired from the Board of Directors as of April 24, 2008.~~$12,400.

Members of the Board of Directors are encouraged to attend the Company’s Annual Meeting of ~~Shareholders, time permitting.~~Shareholders. All Directors were in attendance at the Annual Meeting in ~~2008.~~

~~AUDIT REVIEW COMMITTEE REPORT~~

~~The Audit Review Committee has submitted the following report to the Board of Directors:~~

(i) The Audit Review Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2008 with the Company’s management and the Company’s independent public accountants;

(ii) The Audit Review Committee has discussed with the Company’s independent public accountants the matters required to be discussed by Statement on Auditing Standards No. 114, as adopted by the Public Company Accounting Oversight Board;

(iii) The Audit Review Committee has received the written disclosures and the letter from the Company’s independent public accountants required by the Public Company Accounting Oversight Board Rule 3526 (Communication with Audit Committees Concerning Independence), and has discussed the issue of independence, including the provision of non-audit services to the Company, with the independent public accountants;

(iv) With respect to the provision of non-audit services to the Company, the Audit Review Committee has obtained a written statement from the Company’s independent public accountants that they have not rendered any non-audit services prohibited by the Securities and Exchange2010.

1019

~~Commission rules relating to auditor independence, and that the delivery of any permitted non-audit services has not and will not impair their independence;~~

(v) Based upon the review and discussions referred to above, the Audit Review Committee has recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on~~Form 10-K~~ ~~for the fiscal year ended December 31, 2008, to be filed with the Securities and Exchange Commission; and~~

~~(vi) In general, the Audit Review Committee has fulfilled its commitments in accordance with its Charter.~~

Members of the Audit Review Committee are “independent” in accordance with Section 803A of the listing standards of the NYSE Alternext Exchange (formerly American Stock Exchange). The Chairman is also an “independent audit committee financial expert” in accordance with Securities and Exchange Commission rules.

Based upon a recommendation of the Audit Review Committee, the Board of Directors adopted a written Charter for the Audit Review Committee on October 23, 2003 (replacing the previous Charter adopted on June 8, 2000). The Committee reviews and reassesses the adequacy of the Charter on an annual basis. The most recent amendment to the Charter was adopted by the Committee and approved by the Board of Directors on October 23, 2008. The Charter (as amended) is set forth as an appendix to this Proxy Statement, and will again be set forth as an appendix to the Proxy Statement in 2012.

~~The foregoing report has been furnished by members of the Audit Review Committee.~~


~~/s/ W. Wayne Walston~~	~~/s/ Thomas E. Hoaglin~~	~~/s/ Peter B. Lake~~
~~W. Wayne Walston~~	~~Thomas E. Hoaglin~~	~~Peter B. Lake~~
	~~Chairman~~

~~EXECUTIVE COMPENSATION~~

~~COMPENSATION DISCUSSION AND ANALYSIS~~

~~Overview~~

The Compensation Committee (the “Committee”) of the Board of Directors is authorized (i) to develop compensation policies and programs for the Company’s Chief Executive Officer and its other executive officers (collectively, the “Executives”); (ii) to review and approve, at least annually, the performance goals established by the Chief Executive Officer for the Executives; and (iii) to recommend, after considering the results of the Executives’ performance evaluations and the Company’s profitability computations, the salaries and profit sharing for the Executives.

Three independent Directors comprise the Committee. Their responsibilities are carried out pursuant to authority delegated by the Board of Directors and in accordance with the federal securities laws and other applicable laws and regulations. The Committee is not governed by a written charter.

In devising and maintaining the Company’s executive compensation program, the Committee from time to time reviews generally available published data relevant to the compensation of executives in competitor companies that manufacture pumps and related fluid control equipment. Historically these reviews were not subject to a formal benchmarking process but in December 2007, following its review of the qualifications of several compensation consultants, the Committee engaged the services of Watson Wyatt Worldwide (“Watson”), a compensation consulting company. The Committee’s objectives were to establish an appropriate peer group for evaluating executive compensation; complete a competitive assessment of pay levels for the Chief Executive Officer and Chief Financial Officer; and develop the structure of the compensation for these two positions including annual incentive opportunities and long-term incentive arrangements, if any.

The Committee, working with Watson, obtained public data from a peer group of 14 publicly-traded industrial manufacturing companies identified as appropriate comparative benchmarks for compensation analysis based on the following criteria:


	1.	~~Industry/product type — fluid control related companies with the same, or similar SIC codes.~~


	2.	~~Organization size — companies comparable in size based on revenue.~~


	3.	~~Location — primarily companies headquartered in the Midwest and outside of major metropolitan areas.~~

~~The Committee reviewed the aggregate compensation of each of the peer group companies with respect to its Chief Executive Officer and Chief Financial Officer and based on this review the~~

~~Committee made recommendations for near-term and long-term adjustments for compensation of these Company Executive Officers.~~

~~The Committee also consults with management and outside accounting and legal advisors as appropriate in arriving at compensation recommendations subject to approval by the Board of Directors.~~

~~Philosophy and Objectives~~

Under the Committee’s supervision, the Company has formulated a compensation philosophy that assures the provision of fair, competitive and performance-based compensation to the Executives. The philosophy reflects the belief that compensation of the Executives should be aligned with the Company’s historical compensation, its culture, and its profitability.

The implementation of the Company’s philosophy seeks (i) to attract and retain a group of talented individuals with the education, experience, skill sets and professional presence deemed best suited for the Company’s executive positions; and (ii) to motivate those individuals to help the Company achieve its strategic goals and enhance profitability by offering them incentive compensation in the form of profit sharing, in addition to their salaries, driven by the accomplishment of Company-wide and individual performance goals.

~~Elements of Compensation~~

The Company’s executive compensation program is designed to reward leadership, initiative, teamwork and top-quality performances among the Executives. The program consists of three elements: base salary; profit sharing; and a component of modest miscellaneous benefits. Incentive stock or option awards and non-equity incentive plan compensation have never been a part of the Company’s executive compensation program. In addition, the Company has not entered into employment agreements with any of the Executives.

Although not an element of executive compensation, ownership of the Company’s Common Shares by the Executives has nevertheless long been considered a worthy goal within the Company. (The Company has paid increased dividends on its Common Shares for 36 consecutive years.) Toward that end, the Company sponsors purchase opportunities, including a partial Company match, aimed at encouraging the Executives, and substantially all other employees, to voluntarily invest in the Common Shares.

~~Base Salary and Profit Sharing~~

~~Base salaries are initially premised upon the responsibilities of the given Executives. They are further adjusted based on industry surveys and related data, and performance judgments as to the past~~

and expected future contributions of the individual. The salaries are then, however, generally set below competitive levels paid to comparable executives at other entities engaged in the same or similar businesses as the Company. As a consequence, the Company relies to a large degree on incentive compensation in the form of profit sharing to attract and retain the Executives, and to motivate them to perform to the full extent of their abilities.

In the early part of each year, the Committee reviews with the Chief Executive Officer and approves, with modifications considered appropriate, an annual base salary for each of the Executives (other than the Chief Executive Officer). The Committee independently reviews and sets the base salary for the Chief Executive Officer.

The profit sharing for the Executives is closely tied to each individual’s annual performance evaluation, as well as to the Company’s success in achieving its targeted financial goals. This approach allows the Company to operate in a manner that encourages a long and continuing focus on building profitability and shareholder value.

At the beginning of each year, performance objectives for the purpose of computing annual profit sharing are established based upon the Company’s targeted operating earnings. At the end of each year, performance against those objectives is determined by an arithmetic calculation. In determining the profit sharing for the Executives, the Committee evaluates management’s recommendations with the Chief Executive Officer based on individual performance. The Committee independently evaluates the individual performance of the Chief Executive Officer. The results of those evaluations, together with the profitability calculations, are used by the Committee to award the profit sharing cash payments to the Executives.

~~Other Compensation~~

The Executives receive a variety of modest miscellaneous benefits, the value of which is represented for the named executive officers under the caption “All Other Compensation” in the Summary Compensation Table. These benefits include taxable life insurance, and Company contributions to the Christmas Savings Plan, the 401(k) Plan and the Employee Stock Purchase Plan.

~~Stock Ownership~~

The Company has long encouraged the Executives to voluntarily invest in the Company’s Common Shares. As a consequence, the Company makes the purchase of its Common Shares convenient, in some cases with Company cash contributions, and in all cases without brokers’ fees or commissions, under an Employee Stock Purchase Plan, a 401(k) Plan and a Dividend Reinvestment Plan. Although these plans do not constitute elements of executive compensation, all of the current executive officers are shareholders and participate in one or more of the foregoing plans.

~~SUMMARY COMPENSATION TABLE~~

The table below contains information pertaining to the annual compensation of the Company’s principal executive officer, its principal financial officer, and its three other most highly compensated executive officers.

Non-

Equity
Change in

Incentive
Pension Value

Plan
and Nonqualified

Stock
Option
Compen-
Deferred

Name and
Bonus
Awards
Awards
sation
Compensation
All Other

Principal Position
Year Salary (1) ($)(2) ($)(2) ($)(2) Earnings(3) Compensation(4) Total

Jeffrey S. Gorman 2008 $ 252,000 $ 175,000 $ 0 $ 0 $ 0 $ 56,794 $ 2,815 $ 486,609
President and Chief 2007 204,000 190,000 0 0 0 55,443 6,319 455,762
Executive Officer 2006 196,667 160,000 0 0 0 49,443 5,767 411,877
Robert E. Kirkendall 2008 169,000 130,000 0 0 0 49,816 7,789 356,605
Senior Vice President 2007 145,333 110,000 0 0 0 61,715 6,971 324,019
and Chief Financial Officer 2006 139,667 87,500 0 0 0 54,541 6,221 287,929
Judith L. Sovine 2008 118,667 78,000 0 0 0 55,923 6,997 259,587
Treasurer 2007 114,667 67,000 0 0 0 44,346 6,674 232,687
2006 110,667 56,000 0 0 0 39,350 6,306 212,323
William D. Danuloff 2008 118,667 68,000 0 0 0 42,112 4,472 233,251
Vice President and 2007 114,667 58,000 0 0 0 40,838 4,212 217,717
Chief Information 2006 110,667 50,000 0 0 0 36,822 3,328 200,817
Officer
David P. Emmens 2008 105,000 52,000 0 0 0 19,487 5,873 182,360
Corporate Counsel 2007 93,333 45,000 0 0 0 15,356 4,608 158,297
and Secretary 2006 88,667 34,000 0 0 0 11,605 4,525 138,797


~~(1)~~		~~The Company only provides profit sharing compensation to substantially all its employees.~~

~~(2)~~		~~The Company has never offered incentive stock or option awards or non-equity incentive plan compensation as a part of the Company’s executive compensation program.~~

~~(3)~~		~~The amounts reflect the non-cash change in pension value recognized for financial statement reporting purposes for the fiscal year ended December 31, 2008, in accordance with SEC Release Nos.33-8732A;34-54302A.~~ In computing the change in pension value, the Company applies the assumptions used for financial reporting purposes and a measurement date of December 31 for benefit plan determinations. The change in pension value is the aggregate increase in the actuarial present value of the executive officer’s accumulated benefit measured from the plan measurement date in 2007 to the measurement date in 2008. The Company does not currently offer nonqualified deferred compensation of earnings to the executive officers.

~~(4)~~		~~Amounts include taxable life insurance, and Company contributions to the Company’s 401(k) Plan, Employee Stock Purchase Plan and Christmas Savings Plan.~~

~~PENSION BENEFITS~~

The pension plan in which the Company’s executive officers participate is a defined benefit plan covering the executive officers and substantially all employees of the Company for which new entry terminated as of December 31, 2007. Effective January 1, 2008 a new and enhanced 401(k) Plan was adopted for new employees, including officers hired thereafter.

The plan offers participants the option to choose between monthly benefits or a single sum payment. The monthly pension benefits are equal to the product of 1.1% of final average monthly earnings (based on compensation during the final ten years of service) and the number of years of credited service. A single sum amount is equal to the present value of the final monthly pension benefit multiplied by a single premium immediate annuity rate as defined by the plan. Historically, nearly all participants in the plan elect the single sum amount at retirement. The single sum payment option is used for financial reporting purposes for the fiscal year ended December 31, 2008, computed as the plan measurement date of December 31, 2008. Actuarial assumptions used by the Company in determining the present value of the accumulated benefit amount consist of a 5.0% interest rate, a 6.1% discount rate and The 2009 IRS Funding Mortality Table. Base compensation in excess of $225,000 is not taken into account under the plan. Vesting occurs after five years of credited service.

~~The table below summarizes the number of years of credited service and the present value of accumulated pension benefit for each of the named executive officers of the Company at December 31, 2008.~~

~~Pension Benefits~~

Present Value

Number of
of
Payments

Years Credited
Accumulated
During Last

Name and Principal Position

Plan Name
Service(1) Benefit(2) Fiscal Year

Jeffrey S. Gorman The Gorman-Rupp Company 2008 30 $ 505,009 $ 0
President and Chief Retirement Plan 2007 29 448,215 0
Executive Officer 2006 28 392,772 0
Robert E. Kirkendall The Gorman-Rupp Company 2008 30 523,085 0
Senior Vice President and Retirement Plan 2007 29 473,269 0
Chief Financial Officer 2006 28 411,554 0
Judith L. Sovine The Gorman-Rupp Company 2008 29 408,340 0
Treasurer Retirement Plan 2007 28 352,417 0
2006 27 308,071 0
William D. Danuloff The Gorman-Rupp Company 2008 37 421,843 0
Vice President and Chief Retirement Plan 2007 36 379,731 0
Information Officer 2006 35 338,893 0
David P. Emmens The Gorman-Rupp Company 2008 11 99,518 0
Corporate Counsel Retirement Plan 2007 10 80,031 0
and Secretary 2006 9 64,675 0


		has or shares voting power or investment power in respect of such security. Accordingly, the amounts shown in the table do not purport to represent beneficial ownership for any purpose other than compliance with the Commission’s reporting requirements. Voting power or investment power with respect to shares reflected in the table is not shared with others except as otherwise indicated.

(2)		Includes 4,393 shares as to which Mr. Hoaglin shares voting and investment power.

(3)		Includes 29,981 shares owned by Mr. Lake’s minor children as to which Mr. Lake considers that he shares the voting and investment power with respect thereto, but otherwise disclaims any beneficial interest therein.

(4)		Includes 3,807 shares owned by Mrs. Lake as to which Dr. Lake shares voting and investment power.

(5)		The amount shown in the table excludes 987 shares held in a trust of which Mr. and Mrs. Walston are co-trustees. Mr. Walston disclaims beneficial ownership of all of the shares referred to in this note (5).

(6)		The address of these individuals is The Gorman-Rupp Company, 600 South Airport Road, Mansfield, Ohio 44903.

(7)		Includes 565,613 shares owned by Mr. Gorman’s wife and 106,390 shares held in a trust of which Mr. Gorman is a co-trustee. Mr. Gorman has a beneficial interest in 106,390 of the shares held in the trust, considers that he shares the voting and investment power with respect to all of the foregoing shares, but otherwise disclaims any beneficial interest therein. The amount shown in the table excludes 1,783,596 shares beneficially owned by members of Mr. Gorman’s immediate family and 450,956 shares held in trusts of which he and members of his family have beneficial interests. (106,390 of the shares held in trust are the same shares described above.) Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this note (7).

(8)		Includes 75,668 shares owned by Mr. Gorman’s wife and 234,586 shares owned by his adult children. Mr. Gorman considers that he shares the voting and investment power with respect to all of the foregoing shares, but otherwise disclaims any beneficial interest therein. The amount shown in the table excludes 74,766 shares held in a trust in which Mr. Gorman has a beneficial interest. Mr. Gorman disclaims beneficial ownership of all of the shares referred to in this note (8).

(9)		Includes 1,043,515 shares as to which voting and investment power are shared.

(10)		Pioneer Investment Management, Inc., an investment advisory business, is an indirect subsidiary of UniCredit S.p.A.

(11)		Invesco PowerShares Capital Management LLC is a subsidiary of Invesco Ltd.

(12)		Information pertaining to the beneficial ownership of the Company’s Common Shares is as of December 31, 2010.

ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S

NAMED EXECUTIVE OFFICERS

(Proposal No. 2)

This newly required proposal is for a non-binding, advisory vote to approve the compensation of the Company’s named Executive Officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named Executive Officers and the compensation philosophy, policies and practices as described in the Executive Compensation — Compensation Discussion and Analysis narrative discussion and Summary Compensation Table of this proxy statement. As detailed therein, the directors are focused on compensating the Executive Officers fairly and in a manner that promotes the Company’s compensation philosophy that compensation of the Executive Officers should be aligned with the Company’s historical compensation, its culture, and its profitability for the continued achievement of long-term shareholder value. Accordingly, the Company is asking shareholders to vote “FOR” the adoption of the following resolution:

“RESOLVED, that the shareholders of The Gorman-Rupp Company approve, on an advisory basis, the compensation of the Company’s named Executive Officers, as disclosed in the Executive Compensation -Compensation Discussion and Analysis narrative discussion and Summary Compensation Table of this 2011 Proxy Statement.”

While not binding on the Company, the Board of Directors or the Compensation Committee, the failure of the shareholders to approve the compensation of the Company’s named Executive Officers would be considered by the Board and Compensation Committee when making future compensation decisions for the Company’s named Executive Officers.

The Directors recommend a vote FOR Proposal No. 2 to approve the advisory resolution on the compensation of the Company’s named Executive Officers.

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE
COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

(Proposal No. 3)

This newly required proposal is for a non-binding, advisory vote on the frequency with which the Company will seek the non-binding advisory vote to approve the compensation of the named Executive Officers, similar and related to Proposal No. 2 above. The shareholders may vote for this advisory vote on executive compensation to be held in the future (i) every year, (ii) every two years, or (iii) every three years. Shareholders may also abstain from voting on this proposal. The Company is required to hold this advisory vote at least once every six years.

The Company and the Board of Directors have determined that the newly-required advisory vote on executive compensation that occurs annually is the most appropriate alternative for The Gorman-Rupp Company and therefore recommends a vote for an annual advisory vote. Although the Company’s executive compensation practices have changed very little from year to year, the Board believes it is valuable for the Company’s shareholders to have an opportunity to express their opinion on a regular basis and for the Board to receive feedback.

While not binding on the Company, the Board of Directors or the Compensation Committee, the outcome of this vote will be considered by the Board and Compensation Committee when making future decisions on the frequency with which to hold an advisory vote on executive compensation.

The Directors recommend a vote FOR Proposal No. 3 to conduct future advisory votes on compensation of the named Executive Officers every year.

APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(Proposal No. 2)4)

AThis proposal ~~will be presented at the Meeting~~is for a vote to ratify the appointment by the Audit ~~Review~~ Committee of the Board of Directors of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, ~~2009.~~2011. Representatives of Ernst & Young LLP are expected to be present at the Meeting, will have an opportunity to make a statement if they so desire, and are expected to be available to respond to appropriate questions.

The Company paid Ernst & Young LLP the following fees in connection with the Company’s fiscal years ending December 31, ~~2008~~2010 and ~~2007:~~2009:

Audit Fees — ~~$726,000 (2008)~~$727,500 (2010); ~~$741,500 (2007)~~$686,500 (2009). Audit fees consist of the aggregate fees billed for professional services rendered for the audit of the Company’s annual financial statements and the reviews of the Company’s interim financial statements included in its quarterly reports onForm 10-Q, or services that are normally provided by the accounting firm in connection with statutory and regulatory filings or engagements for those fiscal years. The fees paid in ~~2007~~2009 and ~~2008~~2010 also cover services performed in connection with the Sarbanes-Oxley Section 404 attestation and other Sarbanes-Oxley requirements.

Audit-Related Fees — ~~$45,000 (2008)~~$47,000 (2010); ~~$70,500 (2007)~~$47,000 (2009). Audit-related fees consist of the aggregate fees billed for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s financial statements and are not reported under the caption “Audit Fees.” The audit-related fees were paid for the following services: benefit plan audits.

GENERAL INFORMATION

The Company’s ~~2008~~2010 Annual Report to Shareholders, including financial statements, is being mailed concurrently with this Proxy Statement to all shareholders of the Company.

The cost of soliciting proxies will be paid by the Company. In addition to the use of the mails, proxies may be solicited personally or by telephone, telecopy or other means of communication by employees of the Company. No separate compensation will be paid for the solicitation of proxies, although the Company may reimburse brokers and other persons holding Common Shares in their names or in the names of nominees for their expenses in sending proxy material to the beneficial owners of such Common Shares.

Any proposal by a shareholder intended to be presented at the ~~2010~~2012 Annual Meeting of Shareholders must be received by the Company for inclusion in the proxy statement and form of proxy ballot of the Company relating to such Meeting on or before November ~~26, 2009.~~27, 2011. If a shareholder proposal is received after February ~~23, 2010,~~17, 2012, it will be considered untimely and the proxy holders may use their discretionary voting authority if and when the proposal is raised at such Annual Meeting, without any discussion of the matter in the proxy statement. The Board of Directors’ proxy for the ~~2010~~2012 Annual Meeting of Shareholders will grant discretionary voting authority to the proxy holders with respect to any such proposal received after February ~~23, 2010.~~17, 2012.

Any shareholder wishing to communicate with the Board of Directors may send a written statement or inquiry to the Company’s Corporate Secretary. All writings will be acknowledged by the Corporate Secretary and presented for consideration and response at the next scheduled Board meeting.

OTHER BUSINESS

Financial and other reports will be submitted to the Meeting, but it is not intended that any action will be taken in respect thereof. The Company did not receive notice by February ~~24, 2009~~21, 2011 of, and the Board of Directors is not aware of, any matters other than those referred to in this Proxy Statement which might be brought before the Meeting for action. Therefore, if any such other matters should arise, it is intended that the persons appointed as proxy holders will vote or act thereon in accordance with their own judgment.

You are urged to date, sign and return your proxy promptly. For your convenience, enclosed is a self-addressed return envelope requiring no postage if mailed in the United States.

By Order of the Board of Directors

David P. Emmens

Corporate Counsel and Secretary

March ~~26, 2009~~

~~THE GORMAN-RUPP COMPANY~~

~~AUDIT REVIEW COMMITTEE CHARTER~~

~~Purposes~~

The purposes of the Committee are to (a) assist the Board of Directors in fulfilling the Board of Directors’ oversight responsibilities with respect to (i) the integrity of the Company’s financial statements, (ii) the Company’s compliance with legal and regulatory requirements, (iii) the independent auditors’ qualifications and independence, and (iv) the performance of the independent auditors and the Company’s internal audit function; and (b) prepare the Committee’s report to be included in the Company’s annual proxy statement (the “Audit Review Committee Report”).

~~Authority of the Committee~~

The Committee has the sole authority to (a) appoint, retain and terminate the Company’s independent auditors, (b) pre-approve all audit engagement fees, terms and services, and (c) pre-approve any non-audit engagements with the Company’s independent auditors. The independent auditors shall report directly to the Committee. The Committee shall exercise this authority in a manner consistent with applicable law and the rules of the Securities and Exchange Commission (“SEC”) and any stock exchange upon which the shares of the Company are listed. The Committee may delegate the authority to grant any pre-approvals required by applicable law or rules to one or more members of the Committee as it designates, subject to the delegated member or members reporting any such pre-approvals to the Committee at its next scheduled meeting.

The Committee shall have the resources and authority necessary to discharge its responsibilities as required by law, including the authority to engage independent counsel and other advisors as the Committee deems necessary to carry out its duties, and the Company will provide appropriate funding as determined by the Committee.

~~The Committee is further empowered to:~~

~~Resolve any disagreements between management and independent auditors regarding financial reporting.~~

~~Conduct or authorize investigations into matters within its scope of responsibility.~~

~~Solicit information from or meet with Company officers, employees or agents, as necessary.~~

~~Set hiring policies for employees or former employees of the independent auditors.~~

~~Composition of the Committee~~

The Committee shall consist of at least three members. The Board of Directors will appoint the members and the Chairman of the Committee. Committee members shall serve at the pleasure of the Board of Directors and for such term or terms as the Board of Directors may determine.

Each Committee member shall (a) meet the independence criteria of the rules of the SEC and any stock exchange upon which the shares of the Company are listed, and (b) be financially literate or become financially literate within a reasonable period of time after his or her appointment to the Committee. Additionally, at least one member of the Committee shall have accounting or related financial management expertise sufficient to meet the criteria of a “financial expert” within the meaning of the SEC rules.

~~Each Committee member shall serve on no more than three audit committees of public companies (including the Company).~~

~~Meetings of the Committee~~

The Committee shall meet in person or telephonically at least quarterly, or more frequently as it may determine necessary. The Chairman of the Committee shall, in consultation with the other members of the Committee, the Company’s independent auditors and the appropriate officers of the Company, be responsible for calling meetings of the Committee, establishing agenda therefor and supervising the conduct thereof. The Committee may also take any action permitted hereunder by unanimous written consent.

The Committee may invite any officer or employee of the Company or the Company’s outside legal counsel or independent auditors or others to attend a meeting of the Committee. The Committee shall meet quarterly with the Company’s management, and as needed with the internal audit staff~~and/or~~ ~~the independent auditors to discuss any matter that the Committee, management, the independent auditors or such other persons believe should be discussed.~~

~~Duties and Responsibilities of the Committee~~

~~The Committee is responsible for overseeing the Company’s financial reporting process on behalf of the Board of Directors.~~

~~The Committee shall carry out the following responsibilities:~~

~~Financial Statements~~

~~Review and discuss with appropriate officers of the Company and the independent auditors the annual audited and quarterly financial statements of the Company, including (a) the Company’s~~

24,

disclosure of significant accounting policies under “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and (b) the disclosures regarding internal controls and other matters required by applicable law and SEC rules.

Review and discuss earnings and other financial press releases (including any use of “pro forma” or “adjusted” non-GAAP information), as well as financial information and earnings guidance provided to analysts and rating agencies (which review may occur after issuance and may be done generally as a review of the types of information to be disclosed and the form of presentation to be made).

~~Review disclosures made by the Company’s CEO and CFO in connection with theForms 10-K~~ ~~and10-Q~~ certification process concerning significant deficiencies in the design or operation of internal controls or any fraud that involves management or other employees who have a significant role in the Company’s internal controls.

~~Review significant accounting, legal and reporting issues, and understand their impact on the financial statement presentations.~~

~~Internal Audit~~

The Audit Committee should approve the appointment and replacement of the internal auditor or outsourced internal audit service provider. At least annually, the Audit Committee should evaluate the effectiveness of the internal audit function and consider the need to make changes to ensure that internal audit objectives are being met.

~~Review and discuss with the internal audit staff the Internal Audit Charter and plans for and the scope of ongoing audit activities.~~

~~Review and discuss with the internal audit staff risk assessment issues, the annual report of audit activities, and examinations and results thereof performed by the internal audit staff.~~

~~Understand the scope of internal and independent auditors’ review of internal controls, and obtain reports on significant findings and recommendations, together with management’s responses.~~

~~Review the effectiveness of the Company’s internal control system, including information technology security.~~

~~Meet separately with management to discuss any matters that the Committee or internal audit staff believes should be discussed privately.~~

~~Independent Audit~~

~~Review the performance of the independent auditors. In performing this review, the Committee shall:~~

At least annually, obtain and review a report by the independent auditors describing (a) the audit firm’s internal quality-control procedures, and (b) any material issues raised by the most recent internal quality-control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, with respect to one or more independent audits carried out by the firm, and any steps taken to deal with any such issues raised.

In connection with the retention of the Company’s independent auditors, at least annually, review and discuss the information provided by management and the auditors relating to the independence of the audit firm, including, among other things, information related to the non-audit services provided and expected to be provided by the auditors.

~~Review and discuss with the independent auditors the plans for, and the scope of, the annual audit and other examinations, including the adequacy of staffing and compensation.~~

Review and discuss with the independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 relating to the conduct of the audit, as well as any audit problems or difficulties and management’s response.

Review and discuss with the independent auditors (a) the report of their annual audit, or proposed report of their annual audit, (b) the accompanying management letter, if any, (c) their reviews of the Company’s interim financial statements conducted in accordance with Statement on Auditing Standards No. 100, and (d) the reports of the results of such other examinations outside of the course of the independent auditors’ normal audit procedures that the independent auditors may from time to time undertake.

~~Confirm the rotation of the independent audit partner every five years and other audit partners every seven years.~~

~~Review and discuss with the internal audit staff recommendations made by the independent auditors.~~

~~Compliance~~

~~Periodically obtain reports from management that the Company and its subsidiary/foreign affiliated entities are in conformity with applicable legal requirements and the Company’s Code of Ethics.~~ 2011

~~Establish procedures for (a) the receipt, retention~~

THE GORMAN - RUPP COMPANY
600 SOUTH AIRPORT ROAD
MANSFIELD,OH 44903

VOTE BY MAIL
Mark, sign and ~~treatment of complaints received by the Company regarding accounting, internal controls or auditing matters;~~date your proxy card and (b) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters as required by applicable law and the SEC and any stock exchange upon which the shares of the Company are listed and (c) the confidential receipt, retention and consideration of any report of evidence of a material violation (within the meaning of Rule 205 of the Rules of Practice of the SEC).

~~Discuss with the Company’s Corporate Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies.~~

~~Reporting Responsibility~~

~~Report its activities regularly to the Board of Directors in such manner and at such times as the Committee and the Board of Directors deem appropriate, but in no event less than once a year.~~

~~Other Responsibilities~~

~~Obtain assurance from the independent auditors that~~return it in the ~~course of conducting the audit, there~~postage-paid envelope we have ~~been no acts detected~~provided or ~~that have otherwise come~~return it to ~~the attention of the audit firm that require disclosure to the Committee under Section 10A(b) of the Securities Exchange Act of 1934.~~Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

Discuss guidelines and policies with respect to risk assessment and risk management to assess and manage the Company’s exposure to risk. The Committee shall discuss the Company’s major financial risk exposures and the steps management has taken to monitor and control these exposures.

~~Review and discuss any filing with the Securities and Exchange Commission in which the independent auditor has been involved with respect to preparation or review.~~

Review and discuss such other matters that relate to the accounting, auditing and financial reporting practices and procedures of the Company as the Committee may, in its own discretion, deem desirable in connection with the review functions described above.

~~The Committee shall have the authority to establish other rules and operating procedures in order to fulfill its obligation under this Charter and applicable rules or regulations.~~

~~Audit Review Committee Report~~

~~The Committee will prepare, with the assistance of management, the independent auditors and outside legal counsel, the Audit Review Committee Report.~~

~~Annual Review of Charter~~

The Committee will conduct and review with the Board of Directors annually an evaluation of this Charter and recommend any changes to the Board of Directors. The Committee may conduct this charter evaluation in such manner as the Committee, in its business judgment, deems appropriate. In addition, the Committee will assure that the Charter will be attached as an appendix to the Company’s proxy statement at least once every three years.

~~Annual Performance Evaluation~~

The Committee will conduct and review with the Board of Directors annually an evaluation of the Committee’s performance with respect to the requirements of this Charter. This evaluation will also set forth the goals and objectives of the Committee for the upcoming year. The Committee may conduct this performance evaluation in such manner as the Committee, in its business judgment, deems appropriate.

~~Adopted by the Audit Review Committee October 23, 2003~~

~~Reviewed and approved by the Audit Review Committee without change July 22, 2004~~

~~Reviewed by Audit Review Committee October 27, 2005. Internal Audit Section amended. Amendment approved by Board of Directors January 26, 2006.~~

~~Reviewed and approved by the Audit Review Committee without change July 27, 2006.~~

~~Reviewed and approved by the Audit Review Committee without change July 26, 2007.~~

Reviewed by the Audit Review Committee October 23, 2008; various sections amended to reflect that shares of the Company will no longer be listed on the American Stock Exchange due to merger with New York Stock Exchange. Amendments approved by the Board of Directors October 23, 2008.


	~~The Gorman-Rupp Company~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
	~~c/o National City Bank~~		KEEP THIS PORTION FOR YOUR RECORDS
	~~Shareholder Services Operations~~
	~~Locator 5352~~
	~~P.O. Box 94509~~
	~~Cleveland, OH 44101-4509~~

			DETACH AND RETURN THIS PORTION ONLY

~~PLEASE MARK, DATE AND SIGN~~ THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

~~RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE TO:~~

~~Corporate Election Services~~
~~PO Box 3230~~
~~Pittsburgh, PA 15230~~

ê~~Please fold and detach card at perforation before mailing.~~ê

~~P R O X Y~~

~~COMMON~~
~~SHARES~~

~~Nominees for~~~~Directors:~~
~~James C. Gorman~~
~~Jeffrey S. Gorman~~
~~M. Ann Harlan~~
~~Thomas E. Hoaglin~~
~~Christopher H. Lake~~
~~Dr. Peter B. Lake~~
~~Rick R. Taylor~~
~~W. Wayne Walston~~


~~The Gorman-Rupp Company~~		~~This proxy is solicited on behalf of~~
~~305 Bowman Street – Mansfield, Ohio 44903~~		~~the Board of Directors~~

The undersigned hereby appoints James C. Gorman, Jeffrey S. Gorman and David P. Emmens as Proxies, each with the power to appoint his substitute, and hereby authorizes them to represent and to vote all of The Gorman-Rupp Company Common Shares held of record on March 11, 2009 by the undersigned at the Annual Meeting of the shareholders to be held on April 23, 2009, or at any adjournment thereof, as follows:

~~The Board of Directors recommend a vote FOR Proposal No. 1.~~

~~WITHHOLD~~

~~ELECTION OF DIRECTORS~~

~~AUTHORITY~~

~~Fixing the number of Directors at 8 and electing~~

The Board of Directors recommends fixing the number of Directors at 8 and you vote ~~for all~~

~~all nominees listed (except as marked to the contrary below).~~

FOR

~~nominees listed~~

ALL 8 Nominees:

~~(INSTRUCTION: To withhold authority~~For
All

oWithhold
All

For All
Except

To withhold authority to vote for any individual ~~nominee,~~
nominee(s), mark “For All Except” and write ~~his or her name~~the
number(s) of the nominee(s) on the line below.)

Election of Directors


	Nominees

01	James C. Gorman	02	Jeffrey S. Gorman	03	M. Ann Harlan	04	Thomas E. Hoaglin	05	Christopher H. Lake
06	Dr. Peter B. Lake	07	Rick R. Taylor	08	W. Wayne Walston

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

Approve, on an advisory basis, the compensation of the Company's named Executive Officers.

The Board of Directors ~~recommend a~~recommends you vote ~~FOR Proposal No. 2.~~1 YEAR on the following proposal:

~~FOR~~1 year

~~AGAINST~~2 years

~~ABSTAIN~~

2.3 years

~~RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP~~
~~as independent public accountants.~~

oAbstain

Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company's named Executive Officers.

The Board of Directors recommends you vote FOR the following proposal:

For

Against

Abstain

Ratification of the appointment of Ernst & Young LLP as Independent Registered Public Accountants for the Company during the year ending December 31, 2011.

NOTE:In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the ~~Meeting.~~Meeting or any adjournment thereof.


~~When properly executed, this proxy will be voted in the manner directed by the undersigned shareholder; if no direction is made, this proxy will be voted FOR proposals 1 and 2.~~	Yes	No
Please indicate if you plan to attend this meeting	o	o

Please sign exactly as your ~~name appears below~~.name(s) appear(s) above. If signing as attorney, executor, administrator, trustee or guardian, please give full title as such; and if signing for a corporation, please give your title. When shares are in the names of more than one person, each should sign.

			~~Dated:~~	~~, 2009~~




Signature [PLEASE SIGN WITHIN BOX]	Date	Signature (Joint Owners)	Date

NOTE: If you access the proxy materials atwww.proxyvote.com. you will need to enter the 12-digit control number located on the reverse side of this proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

Annual Meeting of Shareholders

This proxy is solicited on behalf of the Board of Directors

The signed shareholder(s) hereby appoint(s) James C. Gorman, Jeffrey S. Gorman and David P. Emmens as Proxies, each with the power to appoint his substitute, and hereby authorize them to represent and to vote all of The Gorman-Rupp Company Common Shares held of record on March 9, 2011 by the signed shareholder(s) at the Annual Meeting of the shareholders to be held on April 28, 2011, or at any adjournment thereof, as designated on the reverse.

When properly executed, this proxy will be voted in the manner directed by the signed shareholder(s); if no direction is made, this proxy will be voted FOR proposals 1, 2, 3 and 4.

PLEASE MARK, DATE AND SIGN THIS PROXY CARD AND RETURN IT IN THE ENCLOSED POSTAGE-PAID ENVELOPE.

IMPORTANT NOTICE TO PARTICIPANTS IN THE GORMAN-RUPP COMPANY 401(k) PLAN

		New York Life Trust Company, as Trustee of The Gorman-Rupp Company 401 (k) Plan, has been requested to forward to you the enclosed proxy material relative to the securities held by us in your account but not registered in your name. Such securities can be voted only by us as holder of record. We shall be pleased to vote your securities in accordance with your wishes if you will execute this form and return it to us promptly in the enclosed business reply envelope. It is understood that, if you sign without otherwise marking the form, the securities will be voted as recommended by the Board of Directors on all matters to be considered at the meeting.
						For this meeting, the extent of our authority to vote your securities in the absence of your instructions, as directed by The Gorman-Rupp Company 401 (k) Plan, is that securities for which no voting instructions have been given shall be voted in the same ratio as the ratio in which the total shares with respect to which timely directions were received were voted in such matters.

						~~Signature of Shareholder(s)~~


						o ~~Please check~~In order to ensure that your 401 (k) securities are voted as you wish, this ~~box if you plan to attend the Meeting.~~proxy must be voted and received by 10:00 am, Eastern Time, April 26, 2011.

Continued and to be signed on reverse side


		during this period were 8%. His non-cash “Change in Pension Value and Nonqualified Deferred Compensation Earnings” increased each year due to replacement of earlier lower compensated years with his most recent salary.

(6)		Mr. Knabel was elected Chief Financial Officer and Treasurer effective May 1, 2009. Previously he was Vice President Finance following his hire March 31, 2008. His “All Other Compensation” includes $13,900 and $12,587 for calendar years 2010 and 2009, respectively, for the Company’s contributions to his account in the enhanced 401(k) plan established to replace the defined benefit plan for substantially all U.S. employees hired after December 31, 2007. Also in 2010, this amount includes $15,000 of relocation reimbursement.

(7)		Mr. Knabel and Mr. Emmens took voluntary pay reductions averaging 8% of their salaries for about one-half of 2009.

(8)		Mr. J.C. Gorman’s annual salary is $100,000 which has not increased since 1998. He took a voluntary pay reduction of 15% of his salary for about one-half of 2009 totaling $7,462. Average pay reductions of other personnel during this period were 8%.


			Shared Voting
	Shares Owned		and
Name and Principal Position	Beneficially		Investment Power

Robert E. Kirkendall Senior Vice President and Chief Financial Officer		30,282		-0-
Judith L. Sovine Treasurer		8,546		7,242
William D. Danuloff Vice President and Chief Information Officer		3,146		3
David P. Emmens Corporate Counsel and Secretary		7,709		-0-


		Number			Percent of
		of Shares			Outstanding
Name and Address	Type of Ownership	Owned			Shares

James C. Gorman	Sole voting and investment power		653,177			3.91	%
305 Bowman Street Mansfield, OH 44903	Shared voting and investment power		672,003			4.02	%

	Total		1,325,180			7.93	%
Jeffrey S. Gorman	Sole voting and investment power		557,094			3.33	%
305 Bowman Street Mansfield, OH 44903	Shared voting and investment power		324,723			1.95	%

	Total		881,817			5.28	%
Pioneer Investment Management, Inc.(1)	Sole voting and investment power		1,045,997			6.3	%
60 State Street Boston, MA 02109	Shared voting and investment power		-0-			—

	Total		1,045,997			6.3	%
Invesco PowerShares Capital Management LLC(2)	Sole voting and investment power		1,505,780			9.0	%
1555 Peachtree Street NE Atlanta, GA 30309	Shared voting and investment power		-0-			—

	Total		1,505,780			9.0	%
All Directors and Executive Officers as a group (12 persons)			2,352,990	(3)		14.08	%


/s/ ~~Thomas E. Hoaglin~~M. Ann Harlan ~~Thomas E. Hoaglin~~M. Ann Harlan		/s/ Christopher H. Lake Christopher H. Lake		/s/ W. Wayne Walston W. Wayne Walston, ~~Chairman~~		~~/s/~~ ~~Christopher H. Lake~~ ~~Christopher H. Lake~~Chair


				Percent of
	Amount and Nature of			Outstanding
Name and Address	Beneficial Ownership(1)			Shares

Independent Director Nominees:
M. Ann Harlan		1,150			*
Thomas E. Hoaglin		15,893	(2)		*
Christopher H. Lake		38,046	(3)		*
Dr. Peter B. Lake		22,676	(4)		*
Rick R. Taylor		6,616			*
W. Wayne Walston		11,223	(5)		*
Named Executive Officers:
James C. Gorman(6)		1,299,949	(7)		7.74	%
Jeffrey S. Gorman(6)		894,800	(8)		5.33	%
David P. Emmens		8,754			*
Wayne L. Knabel		3,095			*
All Directors and Executive Officers as a group (10 persons):		2,302,202	(9)		13.71	%
Other Principal Beneficial Owners:
Pioneer Investment Management, Inc.(10)(12)		1,056,596			6.3	%
60 State Street
Boston, MA 02109
Invesco PowerShares Capital Management(11)(12)		1,047,687			6.2	%
1555 Peachtree Street NE
Atlanta, GA 30309

þ		No fee required.

o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which the transaction applies:



	(2)		Aggregate number of securities to which the transaction applies:



	(3)		Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):



	(4)		Proposed maximum aggregate value of the transaction:



	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.

o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

	(1)		Amount Previously Paid:



	(2)		Form, Schedule or Registration Statement No.:



	(3)		Filing Party:



	(4)		Date Filed:


			Shares Owned
	Director		Beneficially			Percent of
Name, Age and	Continuously		at Feb. 2,			Outstanding
Principal Occupation(1)	Since		2009(2)			Shares

James C. Gorman Chairman of the Company. Age: 84		1946		1,325,180	(3)		7.93	%
Jeffrey S. Gorman President and Chief Executive Officer of the Company; General Manager of the Company’s Mansfield Division (until January 1, 2006). Age: 56		1989		881,817	(4)		5.28	%
M. Ann Harlan Vice President, General Counsel & Secretary; The J.M. Smucker Company (NYSE); Orrville, Ohio (Since 2002). Age: 49		—		150			*


						Present Value
				Number of		of		Payments
				Years Credited		Accumulated		During Last
Name and Principal Position	Plan Name	Year		Service(1)		Benefit(2)		Fiscal Year

Jeffrey S. Gorman	The Gorman-Rupp Company		2010		32	$	689,982	$	0
President and Chief	Retirement Plan		2009		31		612,785		0
Executive Officer			2008		30		505,009		0
Wayne L. Knabel(3)	The Gorman-Rupp Company		2010		0		0		0
Chief Financial Officer and	Retirement Plan		2009		0		0		0
Treasurer
David P. Emmens	The Gorman-Rupp Company		2010		13		152,694		0
Corporate Counsel	Retirement Plan		2009		12		124,109		0
and Secretary			2008		11		99,518		0
James C.Gorman	The Gorman-Rupp Company		2010		61		343,115		73,224
Chairman	Retirement Plan		2009		60		363,733		73,224
			2008		59		385,010		73,224


(1)		The credited years of service are determined as of a measurement date of December 31, 2010.

(2)		The amount represents the actuarial present value of accumulated benefit based on a single sum payment computed as of the plan measurement date of December 31, 2010. The retirement age is assumed to be the normal retirement age of 65 as defined in the plan.

(3)		Mr. Knabel was hired March 31, 2008, subsequent to the closing of the defined benefit pension plan to new participants effective December 31, 2007. The plan was replaced for new employees by an enhanced 401(k) plan established to replace the Company’s defined benefit plan for substantially all U.S. employees thereafter (see Note (6) to the Summary Compensation table).


*		The table sets forth information received from the executive officers as of February 2, 2009, and all amounts represent less than 1% of the outstanding shares. The shareholdings of Jeffrey S. Gorman are included below and under the caption “Election of Directors.”


~~(1)~~		~~Pioneer Investment Management, Inc., an investment advisory business, is an indirect subsidiary of UniCredit S.p.A.~~

~~(2)~~		~~Invesco PowerShares Capital Management LLC is a subsidiary of Invesco Ltd.~~

~~(3)~~		~~Includes 1,037,877 shares as to which voting and investment power are shared.~~


~~(1)~~		~~The credited years of service are determined as of a measurement date of December 31, 2008.~~

~~(2)~~		The amount represents the actuarial present value of accumulated benefit based on a single sum payment computed as of the plan measurement date of December 31, 2008. The retirement age is assumed to be the normal retirement age of 65 as defined in the plan.


	(i)	The Compensation Committee has reviewed and discussed the foregoing Compensation Discussion and Analysis with the Company’s management; and


	(ii)	Based on the review and discussions referred to in the preceding paragraph, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement in connection with the ~~2009~~2011 Annual Meeting of the Company’s Shareholders.