Gorman Rupp Co

1. 1

   Election of Directors and Fix Number of Directors at Nine

   ManagementBoard: FOR

   Set the board size to nine directors and elect nine nominees to hold office until the next annual meeting.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This is a management-requested, non-binding advisory vote asking shareholders to approve the overall compensation of the Company’s named executive officers as disclosed in the proxy materials. Management is seeking shareholder endorsement of its compensation philosophy and specific pay practices—emphasizing pay-for-performance elements such as profit sharing, performance share units (PSUs) with two-year performance metrics, and service-based restricted share units (RSUs)—to validate its approach to aligning executive incentives with operating income, working capital management, and long-term shareholder value. The Board and Compensation Committee recommend a vote FOR, citing the use of peer benchmarking, independent compensation consultants, a mix of performance- and service-based equity awards, stock ownership policies, clawback and insider trading protections, and prior positive advisory vote outcomes as rationale for their recommendation. While advisory and non-binding, shareholder approval provides important feedback to the Compensation Committee and is considered in future compensation decisions; management notes that the results will be considered but are not mandatory. The proposal's context includes detailed disclosure of CEO pay, pay ratio, PSU and RSU grant structures, performance metrics, and post-termination vesting scenarios, which should be evaluated by shareholders against company performance and governance practices. Potential controversies could center on pay quantum relative to peer groups and realized pay, but the company emphasizes robust governance processes, independent oversight, and alignment mechanisms to mitigate such concerns.

3. 3

   Ratification of Appointment of Ernst & Young LLP as Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Gorman Rupp Co 2026 annual meeting?

Gorman Rupp Co (GRC) holds its 2026 annual shareholder meeting on Thursday, April 23, 2026.

What is the record date for the Gorman Rupp Co 2026 meeting?

The record date for the Gorman Rupp Co 2026 meeting is Monday, February 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gorman Rupp Co's 2026 meeting?

The board is presenting 8 director nominees at the Gorman Rupp Co 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gorman Rupp Co 2026 meeting?

Shareholders will vote on 3 proposals at the Gorman Rupp Co 2026 meeting, each tagged with who proposed it and the board's recommendation.