Gorman-Rupp (NYSE: GRC) investors elect board, appoint new lead director

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

The Gorman-Rupp Company held its annual shareholder meeting virtually on April 23, 2026. Shareholders elected nine directors, with each nominee receiving roughly 19.5 million to 20.4 million votes in favor and relatively few votes withheld, indicating broad support.

Two additional shareholder proposals also passed with strong majorities, based on vote totals reported. After the meeting, the independent directors appointed Donald H. Bullock, Jr. as Lead Independent Director, succeeding M. Ann Harlan, who will continue serving on the Board.

8-K Event Classification

3 items: 5.07, 8.01, 9.01

3 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares entitled to vote: 26,312,842 shares Shares represented: 22,837,774 shares Votes for Donald H. Bullock, Jr.: 19,472,374 for / 1,010,727 withheld +3 more

6 metrics

Shares entitled to vote 26,312,842 shares Common Stock outstanding and entitled to vote as of record date

Shares represented 22,837,774 shares Common Stock represented in person or by proxy at the Annual Meeting

Votes for Donald H. Bullock, Jr. 19,472,374 for / 1,010,727 withheld Director election, plus 2,354,672 broker non-votes

Votes for Sonja K. McClelland 20,397,030 for / 86,071 withheld Director election, plus 2,354,672 broker non-votes

Proposal vote with broker non-votes 19,955,012 for / 410,848 against 117,242 abstain and 2,354,672 broker non-votes on one shareholder proposal

Proposal vote without broker non-votes 22,314,411 for / 417,452 against 105,911 abstain on another shareholder proposal

Key Terms

Annual Meeting, Broker Non-Votes, Lead Independent Director, quorum

4 terms

Annual Meeting financial

"The annual meeting of the shareholders of The Gorman-Rupp Company ... ( the “Annual Meeting”)."

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

Broker Non-Votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Lead Independent Director financial

"appointed Donald H. Bullock, Jr. as Lead Independent Director, succeeding M. Ann Harlan."

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

quorum financial

"22,837,774 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Understanding 8-K Material Events →

04/27/2026 - 01:57 PM

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 23, 2026

    

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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, without par value	GRC	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.


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:


Name	For	Withheld	Broker Non-Votes
Donald H. Bullock, Jr.	19,472,374	1,010,727	2,354,672
Jeffrey S. Gorman	20,071,175	411,927	2,354,672
M. Ann Harlan	20,138,040	345,062	2,354,672
Pamela A. Heminger	20,310,896	172,206	2,354,672
Scott A. King	20,290,659	192,442	2,354,672
Christopher H. Lake	20,039,288	443,813	2,354,672
Sonja K. McClelland	20,397,030	86,071	2,354,672
Vincent K. Petrella	20,238,429	244,672	2,354,672
Kenneth R. Reynolds	20,051,004	432,097	2,354,672


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
19,955,012	410,848	117,242	2,354,672


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:


For	Against	Abstain
22,314,411	417,452	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


Exhibit

(104)		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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

Date:	April 27, 2026	By:	/s/ Brigette A. Burnell
			Brigette A. Burnell Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What did Gorman-Rupp (GRC) shareholders vote on at the 2026 annual meeting?

Shareholders elected nine directors and voted on two additional proposals. Each director nominee received about 19.5 to 20.4 million votes for, with relatively few withheld, and both other proposals drew strong support based on the reported for, against, abstain, and broker non-vote tallies.

How many Gorman-Rupp (GRC) shares were eligible and represented at the 2026 annual meeting?

A total of 26,312,842 common shares were outstanding and entitled to vote as of the record date. At the meeting, 22,837,774 shares were represented in person or by proxy, establishing a quorum and allowing all listed proposals and director elections to proceed.

What leadership change on the Gorman-Rupp (GRC) Board occurred after the 2026 annual meeting?

Following the meeting, independent directors appointed Donald H. Bullock, Jr. as Lead Independent Director. He succeeds M. Ann Harlan in that role. The filing notes that M. Ann Harlan will continue to serve as a member of the Board of Directors of The Gorman-Rupp Company.

How strong was support for Gorman-Rupp (GRC) director nominees in the 2026 vote?

Support was high for all nominees, with for-votes around 19.5 to over 20.3 million per director. Withheld votes were comparatively small, and 2,354,672 broker non-votes applied to each election, suggesting broad shareholder backing for the existing Board slate.

What were the vote results for a key proposal at Gorman-Rupp’s 2026 annual meeting?

One proposal received 19,955,012 votes for, 410,848 against and 117,242 abstentions, with 2,354,672 broker non-votes. Another proposal drew 22,314,411 votes for, 417,452 against and 105,911 abstentions, reflecting strong overall shareholder support for the measures presented.

Filing Exhibits & Attachments

1 document