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:

 

		For				Withheld				Broker Non-Votes
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

 

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

 

3.	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)		Exhibits
		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.

 

May 1, 2018