---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-123907"
form_type: "8-K"
ticker: "GRC"
cik: "0000042682"
company_name: "GORMAN RUPP CO"
filed_at: "2024-04-30T23:59:59+00:00"
generated_at: "2026-06-03T04:56:27.157075+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Shareholders approve Gorman-Rupp 2024 Omnibus Incentive Plan; 1.24M shares authorized

## Summary
- Shareholders approved 2024 Omnibus Incentive Plan with 1,239,271 shares available for awards.
- All 8 director nominees elected; advisory say-on-pay passed with 20.9M votes for (93% of votes cast).
- Ernst & Young ratified as independent auditor for FY2024 with 23.2M votes for.
- Plan replaces 2015 Omnibus Incentive Plan; allows restricted stock, options, SARs, and performance awards.

## SEC filing metadata
- accession: 0001193125-24-123907
- form_type: 8-K
- ticker: GRC
- cik: 0000042682
- company_name: GORMAN RUPP CO
- filed_at: 2024-04-30T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/42682/000119312524123907/0001193125-24-123907-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/42682/000119312524123907/d832120d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-123907
- JSON: https://secwatch.observer/filing/0001193125-24-123907.json
- Plain text: https://secwatch.observer/filing/0001193125-24-123907.txt

## Key facts
- Shareholder Votes
  GORMAN RUPP CO shareholders approved Approve, on an advisory basis, the compensation of the Company's named Executive Officers. at the 2024-04-25 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: 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 20,901,546 403,283 57,692 2,172,932
  evidence_url: https://www.sec.gov/Archives/edgar/data/42682/000119312524123907/0001193125-24-123907-index.htm
- Shareholder Votes
  GORMAN RUPP CO shareholders approved 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. at the 2024-04-25 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: 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: Name For Withheld Broker Non-Votes Donald H. Bullock, Jr. 20,008,369 1,183,454 2,343,630 Jeffrey S. Gorman 21,113,983 240,891 2,180,579 M. Ann Harlan 21,094,190 260,683 2,180,579 Scott A. King 21,221,201 133,672 2,180,579 Christopher H. Lake 20,930,768 421,105 2,183,579 Sonja K. McClelland 21,249,118 113,403 2,172,931 Vincent K. Petrella 21,157,435 205,085 2,172,932 Kenneth R. Reynolds 20,919,257 440,264 2,175,931
  evidence_url: https://www.sec.gov/Archives/edgar/data/42682/000119312524123907/0001193125-24-123907-index.htm
- Shareholder Votes
  GORMAN RUPP CO shareholders approved Approve and adopt The Gorman-Rupp Company 2024 Omnibus Incentive Plan. at the 2024-04-25 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: 3. Approve and adopt The Gorman-Rupp Company 2024 Omnibus Incentive Plan. The voting results were as follows: For Against Abstain Broker Non-Votes 21,000,355 272,908 89,256 2,172,934
  evidence_url: https://www.sec.gov/Archives/edgar/data/42682/000119312524123907/0001193125-24-123907-index.htm
- Shareholder Votes
  GORMAN RUPP CO shareholders approved Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2024. at the 2024-04-25 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-04-25
  source text: 4. Ratify the appointment of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2024. The voting results were as follows: For Against Abstain 23,189,224 285,131 61,097
  evidence_url: https://www.sec.gov/Archives/edgar/data/42682/000119312524123907/0001193125-24-123907-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.