8-K
GORMAN RUPP CO (GRC)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): April 27, 2023
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<br> <br>File Number) | (I.R.S. Employee<br> <br>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 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 Exchange Act:
| Title of each class | Trading<br> <br>Symbol | Name of exchange<br> <br>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 27, 2023 virtually via webcast ( the “Annual Meeting”). As of the record date, there were a total of 26,178,250 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 20,634,526 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. | 18,150,997 | 394,713 | 2,088,816 | |
| Jeffrey S. Gorman | 18,365,119 | 180,591 | 2,088,816 | |
| M. Ann Harlan | 18,379,761 | 165,949 | 2,088,816 | |
| Scott A. King | 18,432,257 | 113,453 | 2,088,816 | |
| Christopher H. Lake | 18,370,725 | 174,985 | 2,088,816 | |
| Sonja K. McClelland | 18,422,159 | 123,551 | 2,088,816 | |
| Vincent K. Petrella | 18,221,699 | 324,011 | 2,088,816 | |
| Kenneth R. Reynolds | 18,414,822 | 130,888 | 2,088,816 | |
| Charmaine R. Riggins | 18,452,940 | 92,770 | 2,088,816 | |
| 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 | |
| --- | --- | --- | --- | |
| 17,212,634 | 1,250,337 | 82,739 | 2,088,816 | |
| 3. | Approve, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named Executive Officers; The voting results were as follows: | |||
| --- | --- | |||
| Every Year | Every 2 Years | Every 3 Years | Abstain | Broker Non-Votes |
| --- | --- | --- | --- | --- |
| 17,203,238 | 17,726 | 1,282,483 | 42,263 | 2,088,816 |
The Company has determined that the advisory vote on the compensation of the Company’s named Executive Officers will be held every year until the next vote on the frequency of such advisory votes.
| 4. | Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2023. The voting results were as follows: | |
|---|---|---|
| For | Against | Abstain |
| --- | --- | --- |
| 20,167,484 | 342,307 | 124,735 |
| Item 7.01 | Regulation FD Disclosure | |
| --- | --- |
On April 28, 2023, 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 28, 2023 |
| (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 | |
|---|---|
| By | /s/ Brigette A. Burnell |
| Brigette A. Burnell | |
| Executive Vice President, General Counsel and<br>Corporate Secretary |
April 28, 2023
EX-99
Exhibit 99
GORMAN-RUPP ANNOUNCES CHARMAINE R. RIGGINS ELECTED AS NEW DIRECTOR
Mansfield, Ohio – April 28, 2023 – The Gorman-Rupp Company (NYSE: GRC) announced that at the Annual Meeting of the Shareholders of The Gorman-Rupp Company held April 27, 2023, Charmaine R. Riggins was elected to the Board of Directors.
Charmaine R. Riggins, age 50, is the Chief Executive Officer of Loparex, LLC Company, a global company that designs, manufactures and sells release film liners. Ms. Riggins joined Loparex in April 2021 as Chief Talent and Culture Officer and was named CEO in January 2022. Prior to joining Loparex, Ms. Riggins was employed by LORD Corporation, a Parker Hannifin Company (NYSE:PH) subsidiary, from 1995 to 2021, in various executive business management, technology, finance, sales, operations, customer engagement, business development, strategy, marketing, human resources and compliance roles. Ms. Riggins will join both the Compensation Committee and the Governance and Nominating Committees of the Board of Directors.
Also as previously announced, Rick R. Taylor notified the Company this past January that he would not stand for re-election as a Director at the Company’s 2023 Annual Meeting of Shareholders. Mr. Taylor has served as a Director of the Company since 2003.
Ms. Harlan, Lead Independent Director of the Gorman-Rupp Board commented, “We are delighted that Charmaine is joining our Board of Directors. She brings vast cross-functional, cross-industry, and leadership experience that will add important insight to our Board discussions and decisions.
“In addition to welcoming Charmaine, we also want to thank Rick for his 20 years of service as a Director on our Board. During his tenure, Rick has provided tremendous leadership and great expertise, including service in Board leadership roles. We appreciate the many significant contributions he has made to the Board and the Company over the years.”
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.