The Gorman-Rupp Company

04/27/2026 | Press release | Distributed by Public on 04/27/2026 11:57

Proxy Results (Form 8-K)

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)

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