8-K
GORMAN RUPP CO (GRC)
UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
| Date of Report (Date of earliest event reported): April 24, 2025 |
|---|
The Gorman-Rupp Company
(Exact name of Registrant as Specified in Its Charter)
| Ohio | 1-6747 | 34-0253990 |
|---|---|---|
| (State or Other Jurisdiction<br>of Incorporation) | (Commission File Number) | (IRS Employer<br>Identification No.) |
| 600 South Airport Road | ||
| Mansfield, Ohio | 44903 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
| Registrant’s Telephone Number, Including Area Code: (419) 755-1011 | ||
| --- |
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br>Symbol(s) | Name of each 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 Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The annual meeting of the shareholders of The Gorman-Rupp Company (the “Company”) was held on April 24, 2025 virtually via webcast ( the “Annual Meeting”). As of the record date, there were a total of 26,227,540 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 23,301,060 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 nine and to elect nine 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 |
|---|---|---|---|
| Donald H. Bullock, Jr. | 20,186,121 | 523,458 | 2,591,481 |
| Jeffrey S. Gorman | 20,269,778 | 439,800 | 2,591,481 |
| M. Ann Harlan | 20,312,854 | 396,725 | 2,591,481 |
| Pamela A. Heminger | 20,634,459 | 75,120 | 2,591,481 |
| Scott A. King | 20,596,512 | 113,066 | 2,591,481 |
| Christopher H. Lake | 20,201,038 | 508,540 | 2,591,481 |
| Sonja K. McClelland | 20,622,029 | 87,459 | 2,591,481 |
| Vincent K. Petrella | 20,354,744 | 354,835 | 2,591,481 |
| Kenneth R. Reynolds | 20,471,829 | 237,750 | 2,591,481 |
| 2. | Approve, on an advisory basis, the compensation of the Company’s named Executive Officers. The voting results were as follows: |
|---|
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 19,932,898 | 659,655 | 117,026 | 2,591,481 |
| 3. | Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2025. The voting results were as follows: | ||
| --- | --- |
| For | Against | Abstain |
|---|---|---|
| 22,693,809 | 523,224 | 84,026 |
Item 7.01 Financial Statements and Exhibits.
On April 25, 2025, the Company issued a press release announcing the election of a new independent director. The press release is furnished as Exhibit 99 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit | |
|---|---|
| (99) | News Release dated April 25, 2025 |
| (104) | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 | |||
|---|---|---|---|
| Date: | April 25, 2025 | By: | /s/ Brigette A. Burnell |
| Brigette A. Burnell<br>Executive Vice President, General Counsel and Corporate<br>Secretary |
EX-99
Exhibit 99
GORMAN-RUPP ANNOUNCES PAMELA A. HEMINGER ELECTED AS NEW DIRECTOR
Mansfield, Ohio – April 25, 2025 – The Gorman-Rupp Company (NYSE: GRC) announced that at the Annual Meeting of the Shareholders of The Gorman-Rupp Company held April 24, 2025, Pamela A. Heminger was elected to the Board of Directors.
Ms. Heminger, age 57, is a senior vice president of Caterpillar Inc. (NYSE:CAT), a NYSE publicly traded leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. As a member of Caterpillar’s Operating Council, Ms. Heminger has responsibility for the Strategic Procurement & Planning Division, where she leads a team responsible for designing, developing and connecting world-class capabilities to create value across the entire supply ecosystem. Prior to joining Caterpillar in 2020, she spent 24 years in a variety of procurement and business operations roles at Honda Motor Company (NYSE: HMC), a NYSE publicly traded global automotive manufacturer, including vice president of Honda North America Purchasing. Ms. Heminger also held various supply chain and materials management roles with Lennox International (NYSE: LII), a NYSE publicly traded designer, manufacturer and marketer of products to support the heating, ventilation, air conditioning and refrigeration markets. Ms. Heminger will join both the Compensation Committee and the Governance and Nominating Committee of the Board of Directors.
Ms. Harlan, Lead Independent Director of the Gorman-Rupp Board commented, “We are delighted that Pamela is joining our Board of Directors. She brings vast knowledge of procurement and supply chain operations, as well as leadership experience that will add important insight to our Board discussions and decisions.”
About The Gorman-Rupp Company
Founded in 1933, The Gorman-Rupp Company is a leading designer, manufacturer and international marketer of pumps and pump systems for use in diverse water, wastewater, construction, dewatering, industrial, petroleum, original equipment, agriculture, fire suppression, heating, ventilating and air conditioning (HVAC), military and other liquid-handling applications.
Brigette A. Burnell
Corporate Secretary
The Gorman-Rupp Company
Telephone (419) 755-1246
NYSE: GRC
For additional information, contact James C. Kerr, Chief Financial Officer, Telephone (419) 755-1548.