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, 2012

 

 

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)

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))

 

 

 

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Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 26, 2012, The Gorman-Rupp Company issued a news release announcing its financial results for the first quarter ended March 31, 2012 and a declaration of a cash dividend in the amount of $0.10 per share on its Common Shares payable June 8, 2012 to shareholders of record May 15, 2012. This news release is included as Exhibit 99 and is being furnished, not filed, with the Current Report on Form 8-K.

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, 2012 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 20,990,893 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 18,206,875 shares of Common Stock were represented in person or by proxy and 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 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:

 

		For				Withheld				Broker Non-Votes
James C. Gorman			15,620,495				118,224				2,468,156
Jeffrey S. Gorman			15,628,408				110,311				2,468,156
M. Ann Harlan			15,537,599				201,120				2,468,156
Thomas E. Hoaglin			15,591,641				147,078				2,468,156
Christopher H. Lake			15,494,380				244,339				2,468,156
Dr. Peter B. Lake			15,588,007				150,712				2,468,156
Rick R. Taylor			15,641,838				96,881				2,468,156
W. Wayne Walston			15,526,015				212,704				2,468,156

 

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
13,574,362		235,275		1,929,082		2,468,156

 

3.	Ratify the appointment by the Audit Review Committee of the Board of Directors of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2012. The voting results were as follows:

 

For		Against		Abstain
18,022,595		152,875		31,405

 

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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

 

Exhibit
(99)		News Release dated April 26, 2012

 

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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.

 

April 30, 2012

 

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EXHIBIT INDEX

 

Exhibit		Page
(99) News Release dated April 26, 2012		1

 

 

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