Gorman Rupp Co DEFA14A, filed Apr 9, 2020
Gorman Rupp Co (GRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
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ADDITIONAL INFORMATION REGARDING THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON THURSDAY, APRIL 23, 2020.
The following Notice of Change of Location relates to the 2020 proxy statement (the “Proxy Statement”) of The Gorman-Rupp Company (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2020 and subsequently mailed or made available to the Company’s shareholders in connection with the solicitation of proxies by the Company’s Board of Directors for use at the Company’s Annual Meeting of Shareholders to be held on Thursday, April 23, 2020. These supplemental proxy materials are being filed with the SEC and made available to shareholders on April 9, 2020.
THIS NOTICE SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT
NOTICE OF CHANGE OF LOCATION
OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON APRIL 23, 2020
To Our Shareholders:
Due to the emerging public health impact of the coronavirus pandemic (COVID-19) and to support the health and well-being of the Company’s shareholders, employees and their families, NOTICE IS HEREBY GIVEN that the location of the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of The Gorman-Rupp Company (the “Company”) has been changed. The Company will hold its Annual Meeting in a virtual meeting format only, via webcast. As previously announced, the Annual Meeting will be held on Thursday, April 23, 2020 at 10:00 a.m. (EDT).
As described in the proxy materials for the Annual Meeting previously distributed, you are entitled to participate in the Annual Meeting if you were a shareholder of record as of the close of business on March 2, 2020, the record date. To participate in and/or vote at the virtual Annual Meeting at www.proxydocs.com/GRC, shareholders must enter their control number found on their updated proxy card enclosed, or their proxy card previously mailed, prior to the deadline specified thereon. Upon completing your registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting and will also permit you to submit questions prior to the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in the proxy materials for the Annual Meeting. The proxy card included with the proxy materials previously distributed may continue to be used to vote your shares in connection with the Annual Meeting.
By order of the Board of Directors,
The Gorman-Rupp Company
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| IMPORTANT NOTICE TO PARTICIPANTS IN THE GORMAN-RUPP COMPANY 401(k) PLAN Bank of America Merrill Lynch, 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 on such matters. In order to ensure that your 401(k) securities are voted as you wish, this proxy must be voted and received by 10:00 am, Eastern Time, April 22, 2020. | Proxy — The Gorman-Rupp Company Annual Meeting of Shareholders April 23, 2020, 10:00 A.M. (Eastern Time) This Proxy is Solicited on Behalf of the Board of Directors
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| The undersigned appoints Jeffrey S. Gorman and Brigette A. Burnell (the “Named Proxies”) and each of them as proxies for the undersigned, with full power of substitution, to vote the shares of common stock of The Gorman-Rupp Company, an Ohio corporation (“the Company”), the undersigned is entitled to vote at the Annual Meeting of Shareholders of the Company to be held live via the internet at www.proxydocs.com/GRC. | ||||
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The purpose of the Annual Meeting is to take action on the following:
1. Elect to the Board the nominees named in the Proxy Statement;
2. Approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement;
3. Ratify the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2020; and
4. Conduct any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.
The eight nominees for director are: Donald H. Bullock, Jeffrey S. Gorman, M. Ann Harlan, Christopher H. Lake, Sonja K. McClelland, Vincent K. Petrella, Kenneth R. Reynolds and Rick R. Taylor.
The Board of Directors of the Company recommends a vote “FOR” all nominees for director and “FOR” Proposals 2 and 3.
The shares represented by this proxy will be voted as directed or, if no direction is given, this proxy will be voted FOR proposals 1, 2, and 3. In their discretion, the Named Proxies are authorized to vote upon such other matters that may properly come before the Annual Meeting or any adjournment or postponement thereof.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors’ recommendation. The Named Proxies cannot vote your shares unless you sign and return this card. |