GORMAN RUPP CO

Regulatory Filings • May 1, 2018

8-K 1 d484706d8k.htm FORM 8-K Form 8-K

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 26, 2018

THE GORMAN-RUPP COMPANY

(Exact name of registrant as specified in its charter)

Ohio	1-6747	34-0253990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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)

NOT APPLICABLE

(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 (see General Instruction A.2. below):

☐ 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))

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 2.02. Results of Operations and Financial Condition

On April 26, 2018, The Gorman-Rupp Company (the “Company”) issued a news release announcing its financial results for the first quarter ended March 31, 2018. This news release is included as Exhibit 99.1 and is being furnished, not filed, with this Current Report on Form 8-K.

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 26, 2018 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,106,623 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 21,694,075 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 eight 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:

James C. Gorman	18,816,033	238,650	2,639,392
Jeffrey S. Gorman	18,828,830	225,853	2,639,392
M. Ann Harlan	18,488,992	565,691	2,639,392
Thomas E. Hoaglin	18,411,737	642,946	2,639,392
Christopher H. Lake	18,480,689	573,994	2,639,392
Kenneth R. Reynolds	18,833,811	220,872	2,639,392
Rick R. Taylor	18,758,813	295,870	2,639,392
W. Wayne Walston	18,449,843	604,840	2,639,392

1. 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
18,836,030	135,702	82,951	2,639,392

1. Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2018. The voting results were as follows:

For	Against	Abstain
21,607,383	66,529	20,163

Item 9.01. Financial Statements and Exhibits

(d)
Exhibit 99	News Release dated April 26, 2018

Exhibit Index

Exhibit Number	Description
99	News Release dated April 26, 2018

Signature

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
	General Counsel and Corporate Secretary

May 1, 2018