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GRC Gorman-Rupp

Filed: 27 Apr 20, 9:39am

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM8-K

 

 

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): April 23, 2020

 

 

THE GORMAN-RUPP COMPANY

(Exact Name of Registrant as Specified in its Charter)

 

 

Ohio

(State or other jurisdiction

of Incorporation)

 

1-6747 34-0253990
(Commission File Number) (I.R.S. Employee Identification No.)

 

600 South Airport Road, Mansfield, Ohio 44903
(Address of Principal Executive Offices) (Zip Code)

(419) 755-1011

(Registrant’s Telephone Number, Including Area Code)

 

 

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant toRule 14a-12 under the Exchange Act (17 CFR240.14a-12)

 

Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

 

Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:

 

Title of each class

 

Trading Symbol

 

Name of exchange on which registered

Common Shares, without par value GRC New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 


Item 5.07.

Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders of the Company was held on April 23, 2020 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,067,502 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 20,989,678 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting and the final voting results on each such matter.

 

1.

Fix the number of Directors of the Company at seven and to elect eight Directors to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. The voting results were as follows:

 

Name

  For  Withheld  Broker Non-Votes

Jeffrey S. Gorman

  18,283,959  252,004  2,453,716

Donald H. Bullock

  18,424,329  111,633  2,453,716

M. Ann Harlan

  17,998,664  537,298  2,453,716

Christopher H. Lake

  18,243,868  292,094  2,453,716

Sonja K. McClelland

  18,421,113  114,850  2,453,716

Vincent K. Petrella

  18,421,372  114,590  2,453,716

Kenneth R. Reynolds

  18,414,040  121,922  2,453,716

Rick R. Taylor

  18,244,594  291,369  2,453,716

 

2.

Approve, on an advisory basis, the compensation of the Company’s named Executive Officers. The voting results were as follows:

 

For

  

Against

  

Abstain

  

BrokerNon-Votes

18,228,105  202,808  105,049  2,453,716

 

3.

Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2020. The voting results were as follows:

 

For

  

Against

  

Abstain

20,844,582  108,470  36,626


Item 7.01

Regulation FD Disclosures

On April 24, 2020, the Company issued a press release announcing the election of two new independent directors. The press release is furnished as Exhibit 99 to this Current Report on Form8-K.

 

Item 9.01

Financial Statements and Exhibits

(d)Exhibits

 

Exhibit

   

(99)

  News Release dated April 24, 2020


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

THE GORMAN-RUPP COMPANY
By /s/ Brigette A. Burnell
 Brigette A. Burnell
 Vice President, General Counsel and
Corporate Secretary

April 27, 2020