Current report, item 5.07

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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 24, 2014

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 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of the shareholders of the Company was held on April 24, 2014 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 26,253,043 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 22,096,058 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

18,924,463 75,782 3,095,813

Jeffrey S. Gorman

18,931,432 68,813 3,095,813

M. Ann Harlan

18,925,164 75,081 3,095,813

Thomas E. Hoaglin

18,550,995 449,250 3,095,813

Christopher H. Lake

18,842,722 157,523 3,095,813

Kenneth R. Reynolds

18,975,282 24,963 3,095,813

Rick R. Taylor

18,883,255 116,990 3,095,813

W. Wayne Walston

18,923,507 76,738 3,095,813

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

16,968,424

339,470 1,692,351 3,095,813

3. Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2014. The voting results were as follows:

For

Against Abstain

21,968,803

83,323 43,932


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.

THE GORMAN-RUPP COMPANY
By

/s/ David P. Emmens

David P. Emmens
Corporate Counsel and Secretary

April 30, 2014

The above information was disclosed in a filing to the SEC. To see this filing in its entirety, click here.

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