Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Shareholders for The Gorman-Rupp Company held on April 23, 2026. The meeting was conducted virtually via webcast. As of the record date, there were 26,312,842 shares of Common Stock outstanding, with 22,837,774 shares represented at the meeting, establishing a quorum.
Key Financial Metrics
This filing is a current report regarding corporate governance and shareholder voting results. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metrics.
Material Changes
There were no material changes to financial operations reported in this document. The primary material event was the appointment of Donald H. Bullock, Jr. as Lead Independent Director, succeeding M. Ann Harlan, following the Annual Meeting. M. Ann Harlan continues to serve on the Board of Directors.
Guidance, Outlook, and Management Commentary
The filing contains no management guidance, financial outlook, risk factors, contingencies, or discussion of unusual items. The document focuses exclusively on the ratification of the Board of Directors, executive compensation, and the appointment of independent auditors.
Shareholder Voting Results
- Director Elections: All nine nominees were elected. The highest "For" vote was for Sonja K. McClelland (20,397,030), and the lowest was for Donald H. Bullock, Jr. (19,472,374). Broker non-votes totaled 2,354,672 for all director candidates.
- Executive Compensation: The advisory vote on executive compensation passed with 19,955,012 votes "For," 410,848 "Against," and 117,242 "Abstain."
- Auditor Ratification: The appointment of Ernst & Young LLP was ratified with 22,314,411 votes "For," 417,452 "Against," and 105,911 "Abstain."
Important Facts for Investor Verification
- Donald H. Bullock, Jr. has been appointed Lead Independent Director, replacing M. Ann Harlan in that specific role.
- The Board size remains fixed at nine directors.
- Ernst & Young LLP has been ratified as the independent registered public accountant for the year ending December 31, 2026.
- Significant broker non-votes (2,354,672 shares) occurred on director elections, indicating shares held by brokers that were not voted due to lack of instructions.