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
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Date of Report (Date of earliest event reported): April 23, 2026 |
The Gorman-Rupp Company
(Exact name of Registrant as Specified in Its Charter)
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Ohio |
1-6747 |
34-0253990 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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600 South Airport Road |
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Mansfield, Ohio |
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44903 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Shares, without par value |
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GRC |
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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 23, 2026 virtually via webcast ( the “Annual Meeting”). As of the record date, there were a total of 26,312,842 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 22,837,774 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.
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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: |
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Name |
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For |
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Withheld |
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Broker Non-Votes |
Donald H. Bullock, Jr. |
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19,472,374 |
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1,010,727 |
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2,354,672 |
Jeffrey S. Gorman |
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20,071,175 |
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411,927 |
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2,354,672 |
M. Ann Harlan |
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20,138,040 |
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345,062 |
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2,354,672 |
Pamela A. Heminger |
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20,310,896 |
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172,206 |
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2,354,672 |
Scott A. King |
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20,290,659 |
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192,442 |
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2,354,672 |
Christopher H. Lake |
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20,039,288 |
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443,813 |
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2,354,672 |
Sonja K. McClelland |
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20,397,030 |
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86,071 |
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2,354,672 |
Vincent K. Petrella |
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20,238,429 |
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244,672 |
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2,354,672 |
Kenneth R. Reynolds |
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20,051,004 |
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432,097 |
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2,354,672 |
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2. |
Approve, on an advisory basis, the compensation of the Company’s named Executive Officers. The voting results were as follows: |
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For |
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Against |
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Abstain |
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Broker Non-Votes |
19,955,012 |
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410,848 |
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117,242 |
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2,354,672 |
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3. |
Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2026. The voting results were as follows: |
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For |
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Against |
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Abstain |
22,314,411 |
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417,452 |
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105,911 |
Item 8.01 Other Events
On April 23, 2026 following the Annual Meeting, the independent Directors serving on the Board of Directors of the Company appointed Donald H. Bullock, Jr. as Lead Independent Director, succeeding M. Ann Harlan. M. Ann Harlan will continue to serve on the Board of Directors of the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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(104) |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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THE GORMAN-RUPP COMPANY |
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Date: |
April 27, 2026 |
By: |
/s/ Brigette A. Burnell |
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Brigette A. Burnell
Executive Vice President, General Counsel and Corporate
Secretary |