Attached files
| file | filename |
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| EX-99 - EXHIBIT 99 - GORMAN RUPP CO | a51548597ex99.htm |
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, 2017
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))
Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
On April 27, 2017, The Gorman-Rupp Company issued a news release announcing its financial results for the first quarter ended March 31, 2017. This news release is included as Exhibit 99 and is being furnished, not filed, with the 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 27, 2017 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,093,123 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 22,118,869 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 | 19,081,782 | 256,363 | 2,780,724 | ||
| Jeffrey S. Gorman | 19,090,782 | 247,363 | 2,780,724 | ||
| M. Ann Harlan | 18,773,893 | 564,252 | 2,780,724 | ||
| Thomas E. Hoaglin | 18,742,236 | 595,909 | 2,780,724 | ||
| Christopher H. Lake | 18,749,258 | 588,887 | 2,780,724 | ||
| Kenneth R. Reynolds | 19,084,612 | 253,533 | 2,780,724 | ||
| Rick R. Taylor | 19,074,714 | 263,431 | 2,780,724 | ||
| W. Wayne Walston | 18,777,278 | 560,867 | 2,780,724 |
|
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 |
|||
| 19,173,057 | 118,466 | 46,622 |
2,780,724 |
|
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 |
||||
| 16,907,548 | 53,902 | 2,325,590 | 51,105 | 2,780,724 |
In the Company’s 2017 Proxy Statement, the Company’s Board of Directors recommended to shareholders that an advisory vote on the compensation paid to the Company’s named Executive Officers be conducted every year.
| 4. | 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, 2017. The voting results were as follows: |
| For |
Against |
Abstain |
||
| 22,028,725 | 73,565 | 16,579 |
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
Exhibit
(99) News Release dated April 27, 2017
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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By |
/s/ Brigette A. Burnell |
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Brigette A. Burnell |
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General Counsel and Corporate Secretary |
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April 27, 2017 |
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EXHIBIT INDEX
| Exhibit |
|
(99) News Release dated April 27, 2017 |