Form 8-K
 
 
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 28, 2011
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:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   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 28, 2011, The Gorman-Rupp Company issued a news release announcing its financial results for the first quarter ended March 31, 2011 and a five-for-four stock split of its Common Shares in the form of a distribution of one additional Common Share for each four Common Shares previously issued. The distribution will be made on June 10, 2011 to shareholders of record at the close of business on May 13, 2011. The Company also announced in this news release the declaration of a cash dividend in the amount of $0.09 per share on its post-split Common Shares payable June 10, 2011 to shareholders of record May 13, 2011. 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 28, 2011 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 16,788,535 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 14,668,828 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 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
     12,513,038       81,479       2,074,311  
Jeffrey S. Gorman
     12,528,400       66,117       2,074,311  
M. Ann Harlan
     11,787,233       807,284       2,074,311  
Thomas E. Hoaglin
     12,482,416       112,101       2,074,311  
Christopher H. Lake
     11,771,883       822,634       2,074,311  
Dr. Peter B. Lake
     12,495,321       99,196       2,074,311  
Rick R. Taylor
     12,532,177       62,340       2,074,311  
W. Wayne Walston
     12,515,094       79,423       2,074,311  

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
11,188,069     98,490       1,307,958       2,074,311  

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
8,734,166     58,091       2,441,325       1,360,935       2,074,311  

In the Company’s 2011 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, 2011. The voting results were as follows:
                 
For   Against   Abstain
14,530,813     126,815       11,200  
Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
         
Exhibit
  (99 )  
News Release dated April 28, 2011

 

2

 

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   
May 3, 2011

 

3

 

EXHIBIT INDEX
                 
Exhibit       Page
  (99 )  
News Release dated April 28, 2011
    1

 

4