DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

Filed by the Registrant

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The Gorman-Rupp Company
(Name of Registrant as Specified In Its Charter)


(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

Notice of 2024 Annual Meeting

of Shareholders

Place

Live via the internet at

www.proxydocs.com/GRC

Date and Time

April 25, 2024

10:00 a.m. Eastern Time

Record Date

Close of business on

February 26, 2024

Items of Business



		Board Recommendation	Page

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;	FOR each of the nominees	3

2.	Approve, on an advisory basis, the compensation of the Company’s named Executive Officers;	FOR	30

3.	Approve and adopt The Gorman-Rupp Company 2024 Omnibus Incentive Plan;	FOR	31

4.	Ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the year ending December 31, 2024; and	FOR	40

5.	Conduct any other business that may properly come before the Annual Meeting or any adjournment or postponement thereof.

Important Notice Regarding the Annual Meeting of Shareholders to be held on April 25, 2024. The Company will hold the 2024 Annual Meeting of Shareholders of The Gorman-Rupp Company in a virtual meeting format only, via webcast. The Annual Meeting will be held on Thursday, April 25, 2024 at 10:00 a.m. (EDT). To participate in and/or vote at the virtual Annual Meeting shareholders must pre-register at www.proxydocs.com/GRC by entering their control number found on their enclosed proxy card prior to the deadline specified thereon. Upon completing your pre-registration, you will receive further instructions via email, including your unique link that will allow you access to the Annual Meeting and will also permit you to submit questions prior to the Annual Meeting.

Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on April 25, 2024 — This Notice of Annual Meeting of Shareholders, Proxy Statement and related Proxy Card and the Company’s 2023 Annual Report to Shareholders are available at http://www.proxypush.com/GRC. To cast your vote, you will need to enter the 12-digit control number located on the proxy card.

Your vote is important. Even if you plan to participate in the 2024 Annual Meeting of Shareholders, please cast your vote at your earliest convenience before the Annual Meeting in case you are unable to attend. You may vote by telephone or internet by following the instructions on the enclosed proxy card, or by signing and submitting your enclosed proxy card and returning it in the enclosed envelope (which requires no postage if mailed in the United States), regardless of whether you plan to participate in the Annual Meeting.

By Order of the Board of Directors

BRIGETTE A. BURNELL

Executive Vice President, General Counsel and Corporate Secretary

March 25, 2024

To Our Shareholders

LOGO

Dear Shareholders:

Letter from the Executive Chairman

It’s a pleasure to invite you to our 2024 Annual Meeting of Shareholders. I hope you can join us virtually on the webcast Thursday, April 25, 2024, at 10:00 a.m. (EDT).

2023 was an historic year for Gorman-Rupp as we celebrated our 90^th anniversary. We are proud of our long history of delivering quality products and taking care of our customers. During the meeting, we will provide an update on the performance of the Company in 2023 and the first quarter of 2024.

Your vote is important. Even if you are unable to participate, it is important that your shares be represented and voted. Please refer to the voting instructions in the Notice of 2024 Annual Meeting of Shareholders on the preceding page.

On behalf of the Board and all of our employees, thank you for your continued support.

Sincerely,

LOGO

Jeffrey S. Gorman

LOGO

Dear Shareholders:

Letter from the Lead Independent Director

It is an honor to serve on the Gorman-Rupp Board as your Lead Independent Director. Our Board is committed to high standards of corporate governance and delivering long-term value for our shareholders.

We celebrate the memory of Jim Gorman and his contributions to the Company for nearly 75 years. Jim’s legacy is a testament to his unwavering commitment to customer satisfaction, quality leadership and employee growth. The standards Jim set continue to shape the success of the Company today.

I hope you can join us at our 2024 Annual Meeting. Thank you for your continued investment and support of Gorman-Rupp.

Sincerely,

LOGO

M. Ann Harlan

LOGO

Summary of Annual Meeting Proposals

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information you should consider. You should read the entire Proxy Statement before voting.



Proposal		Recommendation of the Board

1.	Election of Directors Eight Director Nominees: Donald H. Bullock, Jr. (Independent) Jeffrey S. Gorman, Executive Chairman M. Ann Harlan (Independent) Scott A. King, President and Chief Executive Officer Christopher H. Lake (Independent) Sonja K. McClelland (Independent) Vincent K. Petrella (Independent) Kenneth R. Reynolds (Independent) Director Term: One Year Director Election: Plurality of votes cast	FOR each of the nominees

2.	Approve, on an advisory basis, the compensation of the Company’s named Executive Officers;	FOR

3.	Approve and adopt The Gorman-Rupp Company 2024 Omnibus Incentive Plan	FOR

4.	Ratification of Appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the year ending December 31, 2024	FOR


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				1

General Shareholder Information

PROXY STATEMENT

March 25, 2024

Solicitation and Revocation of Proxies

This Proxy Statement is being furnished to shareholders of The Gorman-Rupp Company (the “Company”) in connection with the solicitation by the Board of Directors of the Company (the “Board of Directors” or “Board”) of proxies for use at the Annual Meeting of the Shareholders (the “Meeting”) to be held live virtually via webcast at www.proxydocs.com/GRC, at 10:00 a.m., Eastern Time, on Thursday, April 25, 2024. Holders of Common Shares of record at the close of business on February 26, 2024 are the only shareholders entitled to notice of and to vote at the Meeting.

A shareholder, without affecting any vote previously taken, may revoke their proxy by the execution and delivery to the Company of a later-dated proxy with respect to the same shares, or by giving notice of revocation to the Company in writing or at the Meeting. The attendance at the Meeting of the person appointing a proxy does not in and of itself revoke the appointment.

Outstanding Shares and Voting Rights

As of February 26, 2024, the record date for the determination of persons entitled to vote at the Meeting, there were 26,218,334 Common Shares outstanding. Each Common Share is entitled to one vote on each proposal.

The mailing address of the principal executive office of the Company is P.O. Box 1217, Mansfield, Ohio 44901-1217. This Proxy Statement and accompanying proxy card are being mailed to shareholders on or about March 25, 2024.

A quorum will be present at the Meeting if there are, in attendance in person or by proxy, shareholders of record entitled to exercise at least 50% of the voting power of the Company with respect to at least one of the purposes for which the Meeting was called.

With respect to the election of Directors (Proposal No. 1), the eight nominees receiving the greatest number of votes will be elected. Abstentions and broker non-votes will not be voted for or withheld from the election of directors and thus will have no effect on the election of directors.

If notice in writing is given by any shareholder to the President, a Vice President or the Secretary of the Company, not less than 48 hours before the time fixed for the holding of the Meeting, that such shareholder desires that the voting for the election of Directors be cumulative, and if announcement of the giving of such notice is made upon the convening of the Meeting by the Chairman or Secretary or by or on behalf of the shareholder giving such notice, each shareholder shall have the right to cumulate such voting power as the shareholder possesses at such election. Under cumulative voting, a shareholder controls voting power equal to the number of votes which the shareholder otherwise would have been entitled to cast multiplied by the number of Directors to be elected. All of such votes may be cast for a single nominee or may be distributed among any two or more nominees as the shareholder may desire. If cumulative voting is invoked, and unless contrary instructions are given by a shareholder who signs a proxy, all votes represented by such proxy will be divided evenly among the candidates nominated by the Board of Directors, except that if such voting should for any reason not be effective to elect all of the nominees named in this Proxy Statement, then such votes will be cast so as to maximize the number of the Board of Directors’ nominees elected to the Board.

With respect to the advisory vote to approve the compensation of the Company’s named Executive Officers (Proposal No. 2), the vote to approve and adopt The Gorman-Rupp Company 2024 Omnibus Incentive Plan (Proposal No. 3), and the ratification of the independent registered public accounting firm (Proposal No. 4), the affirmative vote of a majority of the votes cast is necessary to approve each such proposal. Abstentions and broker non-votes will not be voted for or against such proposals, will not be counted in the number of votes cast on such proposals and thus will have no effect on such proposals.


2				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Election of Directors

Brokerage firms have the authority to vote shares on certain “routine” matters when their customers do not provide voting instructions. However, on other matters, when the brokerage firm has not received voting instructions from its customers, the brokerage firm cannot vote the shares on that matter and a “broker non-vote” occurs. Proposal No. 4 is a routine matter, and thus brokers may vote without instructions on that proposal, but the other proposals in this Proxy Statement are non-routine matters.

Our Board of Directors recommends that you vote

FOR the election of each of the 2024 director nominees

ELECTION OF DIRECTORS

(Proposal No. 1)

All Directors will be elected to hold office until the next Annual Meeting of Shareholders and until their successors are elected and qualified. Proxies received will be voted in the manner directed therein. If no such direction is provided, proxies received are intended to be voted in favor of fixing the number of Directors at eight and for the election of the nominees named below.

Each of the Director nominees has indicated a willingness to serve if elected. However, in the event that any of the nominees should become unavailable, which the Board of Directors does not anticipate, proxies are intended to be voted in favor of fixing the number of Directors at a lesser number equal to the number of available Board-designated nominees or for the election of a substitute nominee or nominees designated by the Board of Directors, in the discretion of the persons appointed as proxy holders. If cumulative voting in the election of directors is invoked at a time when any of the nominees become unavailable, unless contrary instructions are given by a shareholder who signs a proxy, all votes represented by such proxy will be divided evenly among the available candidates nominated by the Board, except that, the proxies may be voted cumulatively for less than the entire number of candidates nominated by the Board if any situation arises which, in the opinion of the proxy holders, makes such action necessary or desirable.

The Board of Directors determined not to nominate Charmaine R. Riggins for re-election as a Director at the Meeting, after considering potential commercial conflicts of interest that may arise related to a recent change in her employment. The Board of Directors has proposed that, upon the expiration of Ms. Riggins’ current term at the Meeting, the number of Directors constituting the Board of Directors be fixed at eight.

Director Nominees

LOGO

Donald H. Bullock, Jr.

Age: 64

Director of the Company since 2020

Independent

Donald H. Bullock Jr. is the retired Senior Vice President of Investor Relations of Eaton Corporation (“Eaton”), a New York Stock Exchange publicly-traded diversified industrial manufacturer that provides energy-efficient solutions to help customers manage electrical and mechanical power. Mr. Bullock worked for Eaton in various global business management, information technology and finance roles from 1998 until his retirement in 2019, previously serving as Vice President and General Manager, General Products Divisions from 2006 to 2011; Corporate Vice President, Asia Pacific from 2003 to 2006; Chief Information Officer and Vice President, Information Technology from 2000 to 2003 and Director, Finance from 1998 to 2000. Prior to joining Eaton, Mr. Bullock was employed by the Index Group, a general management consulting firm.

Mr. Bullock is a senior executive with over 20 years of experience and qualifies as an “audit committee financial expert” under SEC rules. He has broad experience in international business operations, investor relations and information technology.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				3

Election of Directors

LOGO

Jeffrey S. Gorman

Age: 72

Director of the Company since 1989

Executive Chairman

Jeffrey S. Gorman is Executive Chairman of the Company, having served as Chairman of the Board since 2019. Mr. Gorman previously served as Chief Executive Officer of the Company from 1998 to 2021. He also served as President from 1998 to 2020 after having served as Senior Vice President since 1996. He also served as General Manager of Gorman-Rupp Pumps USA from 1989 through 2005 after service as Assistant General Manager from 1986 to 1988. Additionally, he held the office of Corporate Secretary from 1982 to 1990. Mr. Gorman is a member of the Board of Directors of Mechanics Bank, Mansfield, Ohio and former Chairman of the Ohio Chamber of Commerce.

Mr. Gorman has been instrumental in continuing the Company’s development and growth for more than 30 years, especially with respect to its acquisitions and its international growth. He is highly knowledgeable about the pump industry and the Company’s products, customers and competitors.

LOGO

M. Ann Harlan

Age: 64

Director of the Company since 2009

Independent

M. Ann Harlan is the retired Vice President and General Counsel of The J.M. Smucker Company (“Smucker”), a New York Stock Exchange (“NYSE”) publicly-traded food manufacturer. From January 1998 to January 2011, Ms. Harlan was a member of the Smucker executive management team responsible for setting and implementing corporate strategy and has broad experience with corporate governance issues and requirements of the NYSE, the Securities and Exchange Commission (“SEC”) and the Sarbanes-Oxley Act of 2002. In addition, from 2010 until 2023, Ms. Harlan served on the Board of University Hospitals Health System, Inc. From 2012 until 2019, she was a member of the Advisory Board of Gates Group Capital Partners. From 2010 until its sale to Archer Daniels Midland in 2015, Ms. Harlan was also a Director of Eatem Foods Company. Ms. Harlan also previously served on the Board of Directors of privately held FlavorX Corporation and on the Board of Directors of Cleveland Cliffs Inc., a NYSE listed steel and mining company (CLF).

Ms. Harlan has 13 years of experience as senior legal counsel at Smucker, which has significant family ownership and family senior management generally comparable to the ownership structure of the Company. She has extensive mergers and acquisition experience with Smucker and 15 years prior related experience with a major law firm. She also has broad experience with public company governance issues, audit matters, executive compensation and equity compensation plan development and administration as well as human resources issues.

LOGO

Scott A. King

Age: 49

Director of the Company since 2021

President and Chief Executive Officer

Scott A. King is President and Chief Executive Officer of the Company. In 2004, he joined Gorman-Rupp Pumps USA as Manufacturing Manager and progressed through multiple positions including Director of Manufacturing, Vice President of Operations, General Manager and Chief Operating Officer. Prior to joining the Company, Mr. King served in various capacities with Fortune 500 diversified industrial manufacturers. He is the past President of the Regional Manufacturing Coalition and a member of the Board of Directors for the Hydraulic Institute.

Mr. King has been instrumental in the operational leadership of the Company for more than 15 years. He is highly knowledgeable about the pump industry and the Company’s products, customers and competitors.


4				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Election of Directors

LOGO

Christopher H. Lake

Age: 59

Director of the Company since 2000

Independent

Christopher H. Lake was President and Chief Operating Officer of SRI Quality System Registrar, an international third-party management system registrar and certification audit firm, from January 2006 until its sale in 2023, after having served as Vice President of Sales from February to December 2005. The firm had operations in the United States, Asia and the European Union. Mr. Lake led a regional consulting group that focused on operations and organizational development from 2001 through 2004 for banking, communications, and consumer product companies. Prior to 2001, Mr. Lake was also Principal and Industry Executive for two Fortune 500 companies.

Mr. Lake has major corporate service and operations experience with large service, manufacturing, and technology companies. He also has extensive experience providing information technology management, marketing strategy, and business development services to large domestic and international corporations.

LOGO

Sonja K. McClelland

Age: 52

Director of the Company since 2019

Independent

Sonja K. McClelland is the Executive Vice President, Treasurer, and Chief Financial Officer of Hurco Companies, Inc. (“Hurco”), a NASDAQ publicly-traded international industrial technology company that designs, manufactures and sells computerized machine tools. Ms. McClelland has worked for Hurco in various finance and accounting roles since September 1996 most recently serving as Executive Vice President since 2017; Treasurer and Chief Financial Officer since March 2014, Corporate Secretary from March 2014 to March 2021, and Principal Financial and Accounting Officer since her appointment as Corporate Controller and Assistant Secretary in November 2004. Prior to joining Hurco, Ms. McClelland was employed by Arthur Anderson LLP following her graduation from college.

Ms. McClelland is a senior financial executive with nearly 30 years of experience in public accounting and financial reporting responsibilities and qualifies as an “audit committee financial expert” under SEC rules for service on the Audit Committee. She is a versatile business professional with a diverse background in corporate accounting and finance, manufacturing operations, investor relations, strategic planning, acquisitions and divestitures, complex international organizational structures, transfer-pricing and international tax strategies, foreign currency risk management, SEC reporting, compliance risk management, systems implementations, and corporate governance matters.

LOGO

Vincent K. Petrella

Age: 63

Director of the Company since 2020

Independent

Vincent K. Petrella is the retired Executive Vice President, Chief Financial Officer and Treasurer of Lincoln Electric Holdings, Inc. (NASDAQ:LECO) — a role he held from 2004 to 2020. He held prior roles within the finance and internal audit functions at Lincoln Electric from 1995 through 2003 and began his career at an international public accounting firm. Lincoln Electric engages in the design, manufacture, and sale of welding, cutting, and brazing products worldwide. Mr. Petrella is currently a Director of Applied Industrial Technologies, Inc. (NYSE:AIT), a publicly-traded value-added distributor of industrial supplies, and Sotera Health Company (NASDAQ:SHC), a publicly-traded healthcare supplier.

Mr. Petrella qualifies as an “audit committee financial expert” under SEC rules with his extensive experience in public accounting and financial reporting responsibilities. He also has broad experience with international acquisitions, business strategy and manufacturing operations.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				5

Election of Directors

LOGO

Kenneth R. Reynolds

Age: 65

Director of the Company since 2014

Independent

Kenneth R. Reynolds serves on the Board of Directors of Ariel Corporation and, in 2020 retired from being Ariel’s Executive Vice President and Treasurer. He previously served as its Chief Financial Officer from 1997 to 2016. Ariel has been a major designer and manufacturer of a wide variety of compressors for diverse global petroleum markets for over 50 years. Its compressors are in service worldwide in refineries, gas fields, pipeline service and gas gathering, making it a world leader in gas compression. Previously, Mr. Reynolds, a Certified Public Accountant, was a partner with a regional public accounting firm which he joined following his college graduation.

Mr. Reynolds has over 30 years of financial systems management and reporting experience and qualifies as an “audit committee financial expert” under SEC rules for service on the Audit Committee. Additionally, Mr. Reynolds has extensive international Fortune 500 customer experience with major petroleum producers and capital goods manufacturers.

Director Qualifications

As reflected in the chart below, the Board believes the six independent director nominees offer a diverse range of key skills and experience to provide effective oversight of the Company and create long-term sustainable growth through successful execution of the Company’s strategic initiatives.

Donald H.
Bullock, Jr.

M. Ann
Harlan

Christopher
H. Lake

Sonja K.
McClelland

Vincent K.
Petrella

Kenneth R.
Reynolds

Board of Directors Experience

(other current or prior public company Boards)

Manufacturing

International

Operational

Business Development and Strategy

Sales and Marketing

Audit Committee Financial Expert

Information Technology

Board Composition

Donald H.
Bullock, Jr.

Jeffrey S.
Gorman

M. Ann
Harlan

Scott A.
King

Christopher
H. Lake

Sonja K.
McClelland

Vincent K.
Petrella

Kenneth R.

Reynolds

Gender

Male

Female

Race/Ethnicity

African American

Asian, Pacific Islander

White/ Caucasian

Hispanic/Latino

Native American

6 THE GORMAN-RUPP COMPANY | 2024 Proxy Statement

Election of Directors

Non-Employee Director Compensation

The Compensation Committee is charged with oversight and periodic review of Non-Employee Director compensation and with recommending any changes to the entire Board of Directors. Directors who are employees of the Company (Mr. Jeffrey S. Gorman and Scott A. King) do not receive any compensation for service as Directors. Non-Employee Directors are compensated by the Company for their services as Directors through a combination of annual cash retainers and stock awards.

The Company’s Non-Employee Directors compensation for 2023 consisted of annual cash retainers of $55,000 each and stock awards of 2,250 shares each effective as of July 3, 2023. To reflect their additional responsibilities, Chairs of the Compensation Committee and Governance and Nominating Committee received an additional retainer fee of $5,000, and the Chair of the Audit Committee received an additional retainer fee of $10,000. The Lead Independent Director received an additional retainer fee of $15,000.

The Company has a stock ownership policy for its Non-Employee Directors to encourage meaningful stock ownership in the Company. The policy requires each Non-Employee Director to own shares of stock equal in value to five times his or her annual cash retainer, and prohibits most sales of shares unless the applicable minimum stock ownership requirement is met.

Non-Employee Director Compensation Table

The table below summarizes the total compensation paid for service by each of the Non-Employee Directors of the Company for the year 2023.



Name	Fees Earned or Paid in Cash ($)		Stock Awards ($) (1)		Total ($)

Donald H. Bullock, Jr.(2)		$60,000	$	64,080	$	124,080

M. Ann Harlan(3)		70,000		64,080		134,080

Christopher H. Lake		55,000		64,080		119,080

Sonja K. McClelland(4)		65,000		64,080		129,080

Vincent K. Petrella(5)		60,000		64,080		124,080

Kenneth R. Reynolds		55,000		64,080		119,080

Charmaine R. Riggins(6)		37,170		64,080		101,250

Rick R. Taylor(7)		17,830		-		17,830

(1)

Each Non-Employee Director received an award of 2,250 Common Shares (from the Company’s treasury shares) under The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan. Each award of 2,250 Common Shares was made effective as of July 3, 2023 and had a market value of $28.48 per share as of the grant date, computed in accordance with FASB ASC Topic 718.

(2)	Mr. Bullock’s “Fees Earned or Paid in Cash” includes additional retainer fees of $5,000 for service as Chair of the Governance and Nominating Committee.

(3)	Ms. Harlan’s “Fees Earned or Paid in Cash” includes additional retainer fees of $15,000 for service as Lead Independent Director.

(4)	Ms. McClelland’s “Fees Earned or Paid in Cash” includes additional retainer fees of $10,000 for service as Chair of the Audit Committee.

(5)	Mr. Petrella’s “Fees Earned or Paid in Cash” includes additional retainer fees of $5,000 for service as Chair of the Compensation Committee.

(6)	Ms. Riggins was elected to the Board of Directors effective April 27, 2023.

(7)	Mr. Taylor retired from the Board of Directors effective April 27, 2023.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				7

Corporate Governance

CORPORATE GOVERNANCE

Board Composition and Practices



Annual Election of Directors	✓	Executive Sessions of the Board	✓

Lead Independent Director	✓	Over Boarding Policy	✓

Non-Employee Director Independence	100%	Mandatory Board Retirement Age	✓

Committee Independence	100%	Board and Committee Self-Evaluations	✓

Independent Director Gender Diversity	33%	Board Member Candidate Guidelines	✓

New Directors Since 2018	4	Stock Ownership Policy for Directors	✓

Number of Financial Experts	4	Strategy, Environmental and Risk Management Oversight	✓

Board of Directors and Board Committees

The Company requires that a majority of its Directors must be “independent” as required by the listing standards of the NYSE and SEC rules, or by other regulatory or legislative bodies as may be applicable to the Company. The Board, on an annual basis, makes a determination as to the independence of each Director in accordance with applicable listing standards, rules and regulations. In general, “independent” means that a Director has no “material relationship” with the Company or any of its subsidiaries, other than through his or her service as a Director. The existence of a material relationship must be determined based upon a review of all relevant facts and circumstances, and generally is a relationship that might reasonably be expected to compromise the Director’s ability to maintain his or her independence from management in connection with the Director’s duties.

The Board has approved Corporate Governance Guidelines and a Code of Ethics to provide guidance for the governance of the Company. The Governance and Nominating Committee is responsible for monitoring these guidelines and code of ethics and reviews them on an annual basis and, subject to Board approval, makes such revisions as may be necessary or appropriate to reflect new regulatory requirements and evolving corporate governance practices. The Corporate Governance Guidelines and Code of Ethics are available in their entirety on the Company’s website at http://www.gormanrupp.com.

Based on an annual review by the Governance and Nominating Committee, the Committee affirmatively determined, after considering all relevant facts and circumstances known to it, that no Non-Employee Director has a material relationship with the Company and that all Non-Employee Directors meet the independence standards of the Company’s Corporate Governance Guidelines, as well as the current independence standards of the NYSE and SEC corporate governance requirements for listed companies, and have no relationships or transactions required to be reported by Item 404 of Regulation S-K.

During 2023, a total of 5 regularly scheduled meetings of the Board of Directors (at least one each quarter) and a total of 15 meetings of all standing Directors’ Committees were held. All Directors attended at least 75% of the aggregate number of meetings held by the Board of Directors and the respective Committees on which they served. In 2023, the “independent” Directors met at every regularly scheduled meeting of the Board of Directors in executive session without the presence of the non-independent Directors and any members of the Company’s management. The Lead Independent Director, who is currently M. Ann Harlan, generally presides at these non-management executive sessions. Members of the Board of Directors are expected to attend the Company’s Annual Meeting of Shareholders, and all Directors were in attendance at the 2023 annual meeting.

At the April 27, 2023 annual reorganizational meeting of the Board of Directors, M. Ann Harlan was re-elected by the independent Directors as Lead Independent Director, to serve for an additional one year term. The Lead Independent Director is responsible for coordinating the activities of the other independent Directors and has the authority to preside at all meetings of the Board of Directors at which the Chairman of the Board is not present. The


8				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Corporate Governance

Lead Independent Director serves as principal liaison on Board-wide issues between the independent Directors and the Chairman of the Board, approves meeting schedules and agendas and monitors the quality of information sent to the Board. The Lead Independent Director also may recommend the retention of outside advisors and consultants who report directly to the Board of Directors. If requested by shareholders, when appropriate, the Lead Independent Director also will be available for consultation and direct communication.

The Board completes annual performance evaluations of the Board, as well as the Audit Committee, the Compensation Committee, and the Governance and Nominating Committee, to assist in determining whether the Board and its Committees are functioning effectively. Annually, the Board and each of its Committees complete self-evaluations and review and discuss the results. The Governance and Nominating Committee oversees this process.

The Board of Directors has three separately designated standing Committees: (1) Audit Committee; (2) Compensation Committee; and (3) Governance and Nominating Committee. All members of each Committee are independent Directors. Each Committee is governed by a written charter adopted by the Board of Directors detailing its authority and responsibilities. These charters are reviewed and updated periodically as legislative and regulatory developments and business circumstances warrant. Complete copies of each Committee charter are available on the Company’s website at http://www.gormanrupp.com.

The table below shows current members of each of the Committees and the number of meetings held by each standing Committee in 2023. Rick R. Taylor served as a member of the Governance and Nominating Committee during 2023, prior to his retirement from the Board of Directors on April 27, 2023. Charmaine R. Riggins is not standing for re-election as a Director at the Meeting.


Name	Audit Committee	Compensation Committee	Governance and Nominating Committee

Donald H. Bullock, Jr.	✓		Chair

M. Ann Harlan		✓

Christopher H. Lake		✓	✓

Sonja K. McClelland	Chair	✓

Vincent K. Petrella	✓	Chair

Kenneth R. Reynolds	✓		✓

Charmaine R. Riggins		✓	✓

Number of Meetings	5	5	5

Audit Committee

The principal functions of the Audit Committee include the authority and responsibility to:

•

Oversee the integrity of the financial statements of the Company;

•

Engage the Company’s independent registered public accounting firm and review the scope of the audit of the Company’s consolidated financial statements;

•

Evaluate auditor qualification, performance, and independence;

•

Approve fees to be paid to the independent registered accounting firm for the agreed-upon-services;

•

Consider comments made by the independent registered public accountants with respect to internal controls and financial reporting and related actions taken by management;


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				9

Corporate Governance

•

Review internal accounting systems, procedures and controls with the Company’s internal auditor and financial staff;

•

Review and pre-approve any non-audit services provided by the independent registered public accounting firm;

•

Provide organizational oversight of the Company’s enterprise risk management plan including cybersecurity and disaster recovery;

•

Oversee the Company’s hedging strategies;

•

Oversee the Company’s internal audit function, including approving the annual internal audit plan: and

•

Oversee compliance with legal and regulatory requirements that may have a material impact on the Company’s financial statements.

Compensation Committee

The principal functions of the Compensation Committee include the authority and responsibility to:

•

Evaluate, develop and monitor compensation policies and programs for the Company’s officers and Non-Employee Directors;

•

Recommend the salaries, profit sharing and long-term incentive compensation for the officers; and

•

Oversee the administration, funding and investment performance of the defined benefit pension plans and the defined contribution retirement plans of the Company.

A more comprehensive description of the Compensation Committee’s functions regarding the consideration and determination of officer compensation is set forth under the caption “Compensation Discussion and Analysis.”

Governance and Nominating Committee

The principal functions of the Governance and Nominating Committee include the authority and responsibility to:

•

Identify, evaluate and recommend individuals for nomination as members of the Board of Directors;

•

Develop a succession plan for the Company’s Chief Executive Officer and other Executive Officers;

•

Develop a succession plan for other corporate officers and operating executives;

•

Oversee the annual evaluation of the performance of the Board and its Committees;

•

Periodically review the Board Committees’ charters and the Corporate Governance Guidelines for compliance with evolving regulations and Board-desired corporate goals;

•

Monitor the availability of training and professional education programs suitable for Directors for enhancement of their Board and Committee responsibilities;

•

At least annually, review potential conflicts of interest of Directors and Officers of the Company; and

•

Periodically review the Company’s environmental, social and sustainability programs and activities.

The Governance and Nominating Committee charter incorporates the Company’s policies and procedures by which to consider recommendations from shareholders for Director nominees. Any shareholder wishing to propose a candidate may do so by delivering a typewritten or legible hand-written communication to the Company’s Corporate Secretary. The submission should provide detailed business and personal biographical data about the candidate, and include a brief analysis explaining why the individual is well-qualified to become a Director nominee. All recommendations will be acknowledged by the Corporate Secretary and promptly referred to the Governance and Nominating Committee for evaluation.

The Governance and Nominating Committee has not specified any particular set of skills, qualities or diversities that is required for a Director candidate. All Director candidates, including any recommended by shareholders, are


10				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Corporate Governance

first evaluated based upon their (i) integrity, strength of character, practical wisdom and mature judgment; (ii) business and financial expertise and experience; (iii) intellect to comprehend the issues confronting the Company; and (iv) availability of adequate time to devote to the affairs of the Company and attend Board and Committee meetings. The Governance and Nominating Committee also focuses on issues of diversity, such as diversity of gender, race and national origin, education, professional experience and differences in viewpoints and skills. New Director candidates are subject to a background check performed by the Governance and Nominating Committee. In addition, the candidate will be personally interviewed by one or more Governance and Nominating Committee members before he or she is nominated for election to the Board of Directors. In considering candidates for the Board, the Governance and Nominating Committee considers the entirety of each candidate’s credentials in the context of their skills, qualities or diversities. With respect to the nomination of continuing Directors for re-election, the individual’s historical contributions to the Board are also considered. Third-party search firms may be retained by the Board to identify individuals that meet the director candidate criteria established by the Governance and Nominating Committee.

Risk Oversight

The Board of Directors believes that control and management of risk are primary responsibilities of senior management of the Company. As a general matter, the entire Board of Directors is responsible for oversight of this important senior management function. The Audit Committee is responsible to the Board for the organizational oversight of the Company’s comprehensive enterprise risk management plan. Additional oversight of some functional risks is performed by specific Board Committees, e.g., financial reporting risks and cyber risks are overseen by the Audit Committee; personnel selection, evaluation, retention and compensation risks and benefit plan investment risks are overseen by the Compensation Committee; and Chief Executive Officer, Executive Officer, other corporate officer, key operating executive and Director succession planning risks are overseen by the Governance and Nominating Committee. The results of each Committee’s oversight are reported regularly to the entire Board of Directors.

The Company’s comprehensive enterprise risk management plan, including cyber risks, is overseen by the Audit Committee. Senior management plays a pivotal role in informing the Audit Committee on cybersecurity risks. The information technology department regularly informs the senior management team of all aspects related to cybersecurity risks and incidents. This ensures that senior management is kept abreast of the cybersecurity posture and potential risks. The senior management team presents updates to the Audit Committee quarterly and, as necessary, to the full Board.

The Board of Directors and the Company’s management are committed to operating in a manner that upholds the reputation of the Company. The Governance and Nominating Committee is responsible for periodically reviewing the Company’s environmental, social and sustainability programs and activities, in addition to assuring compliance with the governance principles applicable to the Company.

With regard to environmental, social and governance (“ESG”) issues, the Board of Directors receives regular updates on such issues from management, recognizing a range of stakeholders that includes employees and the communities where the Company’s facilities are located. Among other things, management regularly discusses with the Board legal, compliance and ethical issues related to ESG matters and the specific ways that the Company acts upon its commitment to ESG principles. The Company’s actions related to ESG are summarized in the Company’s 2023 Sustainability Report (www.gormanrupp.com/en/sustainability).

Company Leadership Organization

With respect to the roles of Board Chairman and Chief Executive Officer, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board exercises its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances.


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Corporate Governance

Upon election of Mr. Scott A. King as Chief Executive Officer of the Company on January 1, 2022, the Company separated the offices of Board Chairman and Chief Executive Officer because it believes this division more clearly delineates their respective responsibilities and capitalizes on the respective skills, expertise and experience of each of Mr. Gorman and Mr. King. This separation currently provides for the Chairman to focus on Board of Directors responsibilities, while continuing to contribute to the Company in areas where he is particularly qualified, and for the Chief Executive Officer to focus on the Company’s executive, administrative and operating responsibilities. Given Mr. Gorman’s and Mr. King’s respective years of service with the Company, the Company believes this structure is most appropriate for conducting its business and its responsibilities to its employees, customers, suppliers, shareholders, Directors, communities, and regulatory agencies. Pursuant to the Corporate Governance Guidelines, the Board believes that the combination or separation of these offices should continue to be considered periodically as necessary or advisable.

Related Party Transactions

The Company has no relationships or transactions required to be reported by Item 404 of Regulation S-K. Although the Company does not have a specific written policy regarding review, approval or ratification of related party transactions, the Company has a formal annual review process for such transactions at all locations, and the Board of Directors has the authority to review and approve all related party transactions defined as those transactions required to be disclosed under Item 404 of Regulation S-K. Review and approval of related party transactions also would be evidenced through the Company’s Code of Ethics compliance, annual completion of the Company’s Directors & Officers Questionnaires and discussion at Board meetings, or addressed in unanimous written actions in lieu of a Board meeting, if applicable.


12				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Audit Committee Report

AUDIT COMMITTEE REPORT

The Audit Committee has submitted the following report to the Board of Directors:

(i)

The Audit Committee has reviewed and discussed the Company’s audited consolidated financial statements for the fiscal year ended December 31, 2023 and the assessment of the Company’s internal controls over financial reporting with the Company’s management and the Company’s independent registered public accountants, Ernst & Young LLP;

(ii)

The Audit Committee has discussed with the Company’s independent registered public accountants the matters required to be discussed by Auditing Standard No. 1301, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board (“PCAOB”);

(iii)

The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accountants required by PCAOB Rule 3526 (Communication with Audit Committees Concerning Independence), and has discussed the issue of independence, including the provision of non-audit services to the Company, with the independent registered public accountants;

(iv)

With respect to the provision of non-audit services to the Company, the Audit Committee has obtained a written statement from the Company’s independent registered public accountants that they have not rendered any non-audit services prohibited by SEC and PCAOB rules relating to auditor independence, and that the delivery of any permitted non-audit services has not and will not impair their independence;

(v)

Based upon the review and discussions referred to above, the Audit Committee recommended to the Board of Directors that the Company’s audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, to be filed with the SEC; and

(vi)

In general, the Audit Committee has fulfilled its commitments in accordance with its charter.

Members of the Audit Committee are also “independent” in accordance with the corporate governance standards of the NYSE, and all of the members (including the Chair) qualify as an “audit committee financial expert” in accordance with SEC rules.

The foregoing report has been furnished by members of the Audit Committee:

Sonja K. McClelland, Chair

Donald H. Bullock, Jr.

Vincent K. Petrella

Kenneth R. Reynolds

Compensation Committee Interlocks and Insider Participation

Each of the following Directors served as a member of the Compensation Committee during the fiscal year ended December 31, 2023: M. Ann Harlan, Christopher H. Lake, Sonja K. McClelland, Vincent K. Petrella, and Charmaine R. Riggins. During 2023, no Company Executive Officer or Director was a member of the board of directors of any other company where the relationship would be construed to constitute a committee interlock within the meaning of the rules of the SEC.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				13

Compensation Committee Report

COMPENSATION COMMITTEE REPORT

The Compensation Committee has submitted the following report to the Board of Directors:

(i)

The Compensation Committee has reviewed and discussed the following Compensation Discussion and Analysis with the Company’s management; and

(ii)

Based on the review and discussions referred to in the preceding paragraph, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s Proxy Statement in connection with the 2024 Annual Meeting of the Company’s Shareholders.

The foregoing report has been furnished by members of the Compensation Committee:

Vincent K. Petrella, Chair

M. Ann Harlan

Christopher H. Lake

Sonja K. McClelland

Charmaine R. Riggins

14 THE GORMAN-RUPP COMPANY | 2024 Proxy Statement

Executive Compensation

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This Compensation Discussion and Analysis describes the Company’s officer compensation program and how it applies to the Company’s Chief Executive Officer and its other officers (collectively, the “Officers”), including its four named executive officers (“Executive Officers”) identified in the Summary Compensation Table included in this Proxy Statement.

Compensation Highlights

•

Annual Advisory Vote on Executive Compensation

•

Annual Peer Group Compensation Market Assessments

•

Pay for Performance

•

Utilize Performance Based and Service Based Restricted Shares

•

Stock Ownership Policy

•

Prohibit Pledging and Hedging of Company Shares

•

Clawback Policy

•

No Excessive Perquisites

•

No Employment Contracts

Overview

The Gorman-Rupp Company has a long and continuing focus on building profitability and consistently delivering increased value to our shareholders. To accomplish this goal, the Company’s Officer compensation program is designed to encourage and reward leadership, initiative, teamwork and top-quality performances among the Officers.

The Compensation Committee (the “Committee”) of the Board of Directors is authorized to:

•

Review and evaluate the compensation policies and programs for the Officers;

•

Review, at least annually, the Chief Executive Officer’s progress assessments of the other Officers and to evaluate the Chief Executive Officer’s progress assessment;

•

Review and recommend the annual salaries, annual profit sharing and long-term incentive compensation determinations for the Executive Officers to the Board of Directors; and

•

Review the compensation of Non-Employee Directors (“Directors”) and submit any suggested recommendations for changes to the Directors for review.

Five independent Directors comprise the Committee. Their responsibilities are carried out pursuant to authority delegated by the Board of Directors and in accordance with the federal securities laws and other applicable laws and regulations and the Committee’s charter.

Philosophy and Objectives

Under the Committee’s oversight, the Company has formulated a compensation philosophy that is intended to assure the provision of fair, competitive and performance-based compensation to the Officers. This philosophy reflects the belief that compensation of the Officers should be consistent with the Company’s historical compensation practices, its culture, its profitability and its long-term shareholder value.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				15

Executive Compensation

The implementation of the Company’s Officer compensation philosophy seeks (i) to attract and retain a group of talented individuals with the education, experience, skill sets and professional presence deemed best suited for the respective Officer positions; and (ii) to continually motivate those individuals to help the Company achieve its strategic goals and enhance profitability by offering them incentive compensation in the form of profit sharing and equity-based compensation awards driven by the Company’s results of operations and financial condition.

Elements of Compensation

The Company’s Officer compensation program consists of four elements: base salary, profit sharing, long-term incentive equity awards and a component of modest miscellaneous benefits. The Company has not entered into employment contracts with any of the Officers.

Ownership of the Company’s Common Shares by the Officers has continually been considered a worthy goal within the Company to further align Officers’ interests with those of Shareholders. Toward that end, the Company sponsors opportunities to purchase Common Shares, including a partial Company match, aimed at encouraging the Officers, and substantially all other employees, to voluntarily invest in the Common Shares.

The Company has a stock ownership policy which establishes minimum stock ownership requirements for its Officers, group presidents and other corporate and operating officers to encourage meaningful stock ownership in the Company. The policy requires each executive, operating president and designated key employees to own shares of stock equal in value ranging from multiples of one times to three times his or her base salary, and prohibits most sales of shares unless the applicable minimum stock ownership requirement is met.

Base Salary — Base salaries are premised upon the relative responsibilities of the given Officers and industry surveys and related data. Initial salaries generally are set below competitive levels paid to comparable officers at other entities engaged in the same or similar businesses as the Company based upon publicly-available peer data, discussed below under “Annual Review”, and Company philosophy. Subsequently, actual salaries are adjusted periodically based on judgments of each person’s performance, qualifications, accomplishments and expected future contributions in his or her Officer role.

Profit Sharing — The Company intentionally relies to a significant degree on annual incentive compensation in the form of profit sharing to attract and retain the Officers. This profit sharing opportunity, which is based on annual operating income, provides motivation for them to perform to the full extent of their individual abilities and as a team to build total Company profitability and shareholder value on a continuing, long-term basis.

Long-term Incentive Equity Awards — Pursuant to The Company’s employee equity compensation plan, long-term equity incentive compensation is an element of compensation used to enhance the Company’s compensation program in combination with its succession planning for key personnel and to further align the interests of award recipients with shareholders. Equity incentive compensation has also been selected to facilitate the accumulation of additional Company shares of stock by those most accountable for the Company’s operating results and shareholder value. The Compensation Committee may grant equity awards conditioned upon achievement of appropriate performance metrics (Performance Stock Units or PSUs), as well as service-based awards (Restricted Stock Units or RSUs) to certain employees. Recipients of grants of PSU’s receive a target award of performance-based shares that vest at the end of a specified multi-year period, based on the levels of achievement of the performance goals established by the Compensation Committee, which may range from 0% to 150% of the target number of performance-based shares. The performance goals for performance-based shares granted during 2023 are based on targeted adjusted operating income growth and average operating working capital to sales, weighted 67% and 33%, respectively. The Committee believes the combination of these performance goals provides an appropriate balance between earnings-related and growth goals while also focusing on shareholder value growth. Service based restricted stock units enhance the Company’s ability to retain executives and provide value based on the Company’s stock price performance. In determining the mix of performance share units and service based restricted share units included in annual award grants, greater emphasis is placed on performance share units to

16 THE GORMAN-RUPP COMPANY | 2024 Proxy Statement

Executive Compensation

further motivate executives to pursue goals associated with the Company’s financial performance. Each vested PSU and RSU represents the right to receive one Common Share of the Company.

In determining the target amount of PSUs, the number of RSUs and the relative mix of the two awards to be granted to our Executive Officers, the Compensation Committee takes into account several factors, including our Chief Executive Officer’s recommendation for the other Executive Officers, our short-term and long-term financial and strategic objectives, the Executive Officer’s relative job scope, individual performance history and prior and anticipated future contributions to the Company. After considering these factors, the Compensation Committee determines the amount of PSUs and RSUs to be granted at levels it considers appropriate to create a meaningful opportunity for reward predicated on the creation of long-term stockholder value.

Under certain circumstances, including a restatement of financial results by the Company, the grantee may be required to return to the Company share awards and/or pretax income derived from any disposition of shares previously received if the performance shares would not have been earned based upon the restated financial results. To this end, the Board of Directors approved a Clawback Policy which is included as an exhibit in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

The two-year performance period for PSUs granted to the Officers in 2022 concluded on December 31, 2023. The performance goals for the 2022-2023 performance period were based on targets for compound annual growth of adjusted operating income and shareholders’ equity growth, weighted 50% each. On February 22, 2024, the Compensation Committee reviewed the Company’s financial results for the two-year period ended December 31, 2023 as compared to the performance goals, and determined that adjusted operating income growth and shareholders’ equity growth both exceeded the maximum goals. Accordingly, if the Officers remain in service to the Company through the December 31, 2024 vesting date, performance-based shares will be awarded to the Officers at 150% of the target under the 2022 grants with amounts as follows: Scott A. King- 9,243 Common Shares; James C. Kerr- 7,395 Common Shares; and Brigette A. Burnell- 6,778 Common Shares.

Other Compensation — The Officers receive a variety of miscellaneous benefits, the value of which is represented for the named Executive Officers under the caption “All Other Compensation” in the Summary Compensation Table. These benefits include taxable life insurance, and Company contributions to the Christmas Savings Plan, the 401(k) Plan, and certain partial matching contribution opportunities under the Employee Stock Purchase Plan. The Company also sponsors a defined benefit pension plan in which two of the Company’s Executive Officers participate as explained under the caption “Pension Benefits.”

Stock Ownership — The Company has long encouraged the Officers to voluntarily invest in the Company’s Common Shares. As a consequence, the Company makes the purchase of its Common Shares convenient, in some cases with partial cash matching contributions from the Company, and in all cases without brokers’ fees or commissions, under an Employee Stock Purchase Plan, a 401(k) Plan and a Dividend Reinvestment Plan. Although the purchase opportunities available through these plans do not constitute elements of Officer compensation, all of the current Officers are shareholders and participate in one or more of the foregoing plans.

Directors, Officers and certain other employees may not engage in hedging transactions related to the Company’s securities, may not engage in short sales, may not purchase or sell put options, call options or other such derivative securities, and may not hold Company securities in a margin account or pledge Company securities as collateral for a loan.

Annual Reviews

The Committee’s current objective is for the Company’s Executive Officers to be compensated at a total level of compensation commensurate with at least the 25th percentile of compensation of comparable capital goods manufacturing companies. The Committee additionally evaluates the Executive Officers’ progress assessments and the Company’s financial performance in performing its compensation review responsibilities. The Committee also takes into account the outcome of prior shareholders’ advisory votes on executive compensation.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				17

Executive Compensation

The Committee has the authority if needed to consult with outside accounting, legal and compensation advisors as appropriate in arriving at compensation recommendations, subject to approval by the Board of Directors. The compensation advisors report directly to the Compensation Committee, and the Compensation Committee may replace the advisors or hire additional advisors if needed. The advisors attend meetings of the Compensation Committee, as requested, and communicate with the Compensation Committee between meetings; however, the Compensation Committee makes all decisions regarding the compensation of the Company’s Executive Officers.

In 2023, the Compensation Committee retained independent compensation advisor Semler Brossy Consulting Group (“Semler Brossy”). Semler Brossy provided market compensation information from public proxy data, and analysis regarding the Company’s compensation of Executive Officers relative to peers, including low, mean, median and high compensation ranges.

The Compensation Committee reviews the services provided by its third-party advisor and believes that Semler Brossy is independent in providing executive compensation consulting services. The Compensation Committee conducted a specific review of its relationship with Semler Brossy, and determined that Semler Brossy’s work for the Committee in 2023 did not raise any conflicts of interest, consistent with the guidance provided under the Dodd-Frank Act, or under applicable rules and regulations of the SEC and NYSE.

Prior to the Company’s annual February Board meeting, the Committee reviews with the Chief Executive Officer the recommended annual base salary for each of the Executive Officers (other than the Chief Executive Officer and Executive Chairman). The Committee independently reviews the base salary for the Chief Executive Officer and Executive Chairman and develops a recommendation therefor. These salary reviews include consideration of the fact that a significant component of total compensation is variable, performance-based profit sharing. The Committee then reports the results of its Executive Officer compensation reviews and recommendations to the Board of Directors.

During October 2023, the Committee reviewed updated peer information compensation details provided by Semler Brossy for 15 other capital goods manufacturing companies listed below. The companies in this peer group are reviewed from time to time and may be changed to account for differences between the Company and specific peers. The peer group is unchanged from the peer group used in 2022.


Alamo Group Inc.		L.B. Foster
Altra Industrial Motion Corporation		Lindsay Corporation
Ampco-Pittsburgh Corporation		Mueller Water Products
Badger Meter, Inc.		NN, Inc.
DMC Global Inc.		Standex Intl.
Franklin Electric		Tennant Company
Helios Tech		Twin Disc, Incorporated
Kadant Inc.

These peer companies reflect similar size, with median revenue of approximately $736 million and annual revenue ranging from approximately $285 million to $2.1 billion, with The Gorman-Rupp Company ranking in the 29^th percentile in annual revenue. The Committee also took into account the favorable outcome of the shareholders’ advisory vote on executive compensation at the Company’s 2023 Annual Meeting of Shareholders. The Board, based on the Committee’s recommendation, approved base salary increases for Executive Officers reflecting the Board’s assessment of all the factors described above.

Following the end of each year and the final preparation of the Company’s audited financial statements, management calculates the total amount of profit sharing available for awarding to the Executive Officers based on the Company’s achieved operating income and the award percentage determined at the beginning of the year. The Chief Executive Officer then determines a recommended allocation of the available profit sharing award pool among the Executive Officers based on the respective Executive Officer’s prior profit sharing award history and their current year progress assessment.

18 THE GORMAN-RUPP COMPANY | 2024 Proxy Statement

Executive Compensation

The Committee reviews with the Chief Executive Officer the recommended profit sharing award for each of the Executive Officers (other than the Chief Executive Officer and Executive Chairman). The Committee independently reviews the profit sharing award for the Chief Executive Officer and Executive Chairman and develops a recommendation therefor. These profit sharing reviews include consideration of the Chief Executive Officer’s progress assessments of the other Officers, and the Committee’s independent progress assessment of the Chief Executive Officer and the Company’s prior profit sharing award history. The Committee then reports the results of its profit sharing reviews and recommendations for the Executive Officers to the Board of Directors for its consideration and approval.

During 2023, the Compensation Committee of the Board of Directors of the Company approved grants of PSUs for the Company’s Executive Officers with target amounts as follows: Scott A. King — 10,485 performance-based Common Shares; James C. Kerr — 6,815 performance-based Common Shares; and Brigette A. Burnell — 6,116 performance-based Common Shares. At the time of the 2023 grant, the Compensation Committee established two-year performance goals for the period ending December 31, 2024 based on compound annual growth for adjusted operating income and average operating working capital to sales, weighted 67% and 33% respectively, which were expected to be very challenging to achieve, requiring significant growth from 2022 levels. These PSUs have a three-year vesting period ending December 31, 2025.

On February 22, 2023, the Compensation Committee of the Board of Directors of the Company approved RSU awards for the Company’s Executive Officers with amounts as follows: Scott A. King — 6,990 Common Shares; James C. Kerr — 2,796 Common Shares; and Brigette A. Burnell — 2,621 Common Shares. These RSUs vest in annual installments over a three-year vesting period based on continued service of the grantee.

The PSU and RSU awards also may vest to a certain extent in the event of a Change of Control (as defined in the Company’s equity compensation plan) of the Company or the death, disability or retirement of the grantee. See “Post-Employment Value of Equity Incentive Compensation.”


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Executive Compensation

Summary Compensation Table

The table below contains information pertaining to the annual compensation of the Company’s principal executive officer, its principal financial officer, and its other named Executive Officers for calendar years 2023, 2022, and 2021.



Name and Principal Position	Year		Salary ($)		Bonus ($) (1)		Stock Awards ($) (2)		Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) (3)		All Other Compensation ($) (4)		Total ($)
Jeffrey S. Gorman(5) Executive Chairman		2023		379,167		179,300		-		125,609		25,256		709,332
		2022		400,000		100,000		-		-		30,107		530,107
		2021		450,000		220,000		250,000		125,068		33,042		1,078,110
Scott A. King President and Chief Executive Officer		2023		583,333		537,900		500,000		75,629		10,986		1,707,848
		2022		500,000		390,000		813,120		-		9,698		1,712,818
		2021		370,833		192,000		385,150		33,242		6,870		988,095
James C. Kerr(6) Executive Vice President and Chief Financial Officer		2023		366,833		371,151		275,000				32,031		1,045,015
		2022		351,667		257,000		255,000		-		32,407		896,074
		2021		332,083		169,000		296,090		-		22,406		819,579
Brigette A. Burnell(7) Executive Vice President, General Counsel and Corporate Secretary		2023		335,833		317,361		250,000				25,487		928,681
		2022		320,833		227,000		344,530		-		24,890		917,253
		2021		285,417		145,000		246,090		-		21,443		697,950

(1)	The amounts in this column reflect the Executive Officer’s annual profit sharing compensation based on operating income.

(2)

The amounts in this column reflect the aggregate grant date fair value computed in accordance with ASC Topic 718 of the underlying shares granted during the reported years, which includes both performance-based and service-based shares. For the performance-based share amounts reported in this column, such amounts are based on the probable outcome of the relevant performance conditions as of the grant date and may not reflect the value that is ultimately received by the named Executive Officer in respect of such grants. Assuming that the highest level of performance conditions are achieved, the aggregate grant date fair value of the 2023 PSU awards reported in this column would be: Scott A. King, $450,000; James C. Kerr, $292,500; and Brigette A. Burnell, $262,500.

(3)

The amounts reflect the non-cash change in pension value recognized for financial statement reporting purposes for the fiscal year ended December 31, 2023, in accordance with SEC Release Nos. 33-8732A; 34-54302A. In computing the change in pension value, the Company applies the assumptions used for financial reporting purposes and a measurement date of December 31 for benefit plan determinations. The change in pension value is the aggregate increase(decrease) in the actuarial present value of the respective Executive Officer’s accumulated benefit measured on an annual basis from the plan measurement date in 2021 to the measurement date in 2023. The Company does not offer nonqualified deferred compensation earnings to any of its employees. For 2023, Mr. Gorman’s and Mr. King’s pension values increased by $125,609 and $75,629, respectively.

(4)	Amounts include taxable life insurance and tax preparation fees, as well as Company contributions to the Company’s 401(k) Plan, Employee Stock Purchase Plan, Health Savings Account and Christmas Savings Plan.

(5)	Mr.Gorman’s “All Other Compensation” includes $19,250, $21,575 and $25,000 for calendar years 2023, 2022 and 2021, respectively, for tax planning and preparation fees.

(6)	Mr. Kerr’s “All Other Compensation” includes $25,253, $25,529, and $15,760 for calendar years 2023, 2022 and 2021, respectively for the Company’s contributions to his account in the enhanced 401(k) Plan.

(7)	Ms. Burnell’s “All Other Compensation” includes $21,052, $20,155, and $15,810 for calendar years 2023, 2022, and 2021, respectively, for the Company’s contributions to her account in the enhanced 401(k) Plan.


20				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Executive Compensation

Grants of Plan-Based Awards

The following table sets forth information regarding the PSU and RSU awards made during 2023 to the Company’s named Executive Officers.


			Estimated Future Payouts Under Equity Incentive Plan Awards (1) (2)

			Performance Based
Name	Grant Date		Threshold (#)	Target (#)	Maximum (#)	All other Stock Awards: Number of Shares of Stock units (#) (3)	Grant Date Fair Value of Stock and Options Awards ($) (4)
Scott A. King		2/22/23	5,242	10,485	15,727	6,990	500,000
James C. Kerr		2/22/23	3,407	6,815	10,222	2,796	275,000
Brigette A. Burnell		2/22/23	3,058	6,116	9,174	2,621	250,000

(1)

These amounts reflect the threshold, target and maximum number of performance-based share units granted on February 22, 2023 under The Gorman-Rupp Company 2015 Omnibus Incentive Plan (the “2015 Incentive Plan”). These shares vest on December 31, 2025 based upon the achievement of pre-determined financial performance goals for adjusted operating income growth and average operating working capital to sales over a two-year performance period ending December 31, 2024 and the grantee’s continued service through the end of the vesting period.

(2)

Except for certain limited circumstances as set forth in the 2015 Incentive Plan (such as death or a Change in Control), all PSUs granted under the 2015 Incentive Plan vest at the end of a three-year period, and the amount vested and paid is based on the levels of achievement of performance goals established by the Compensation Committee over a two-year performance period and the grantee’s continued service though the end of the vesting period. For the 2023 PSU grants, the two performance goals established for the January 1, 2023 through December 31, 2024 performance period are specific ranges of adjusted operating income growth and average operating working capital to sales, weighted 67% and 33%, respectively. The range of future payouts is 0% to 150% for each performance goal, with the threshold payout occurring at 50%, the target payout occurring at 100% and the maximum payout occurring at 150%. Grantees under the 2015 Incentive Plan do not have any of the rights of a shareholder with respect to any shares underlying PSUs, including the right to vote or receive dividends, until determination of the achievement of the performance goals and payment of the applicable shares after the end of the vesting period in accordance with the 2015 Incentive Plan.

(3)

These amounts represent service-based restricted share units (RSUs) granted under the 2015 Incentive Plan. Except for certain limited circumstances as set forth in the 2015 Incentive Plan (such as death or a Change in Control), these RSUs vest in annual installments over a three year vesting period based on the continued service of the grantee.

(4)	The value of PSUs is calculated assuming achievement of the target level of performance based on the closing market value of the Company’s Common Shares on the grant date in accordance with FASB ASC Topic 718.


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Executive Compensation

Outstanding Equity Awards at December 31, 2023

The following table sets forth information regarding the number and value of performance-based share units and service-based restricted share units granted to the Company’s named Executive Officers and outstanding on December 31, 2023.


			Stock Awards
Name	Grant Date		Number of Shares of Units of Stock That Have Not Been Vested (#) (1)	Market Value of Shares or Units of Stock That Have Not Vested ($) (3)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) (2)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) (3)
Scott A. King		2/22/23	6,990	248,355	5,242(4)	186,248
		2/24/22	10,739	381,557	9,243(5)	328,404
James C. Kerr		2/22/23	2,796	99,342	3,407(4)	121,051
		2/24/22	1,370	48,676	7,395(5)	262,744
Brigette A. Burnell		2/22/23	2,621	93,124	3,058(4)	108,651
		2/24/22	3,278	116,467	6,778(5)	240,822

(1)	Amounts shown in this column represent RSU awards. Subject to certain exceptions (such as death or a Change in Control), the RSU awards vest in annual installments over a period of three years based on the continued service of the grantee.

(2)	Amounts shown in this column represent PSU awards.

(3)	The values equal the number of shares underlying the RSUs and PSUs indicated, multiplied by the closing price per share of the Company’s Common Shares of $35.53 on December 31, 2023.

(4)

Represents 2023 PSU grants. These PSU’s vest on December 31, 2025 based upon the continued service of the grantee and achievement of pre-determined performance goals for the performance period ending December 31, 2024. The number and value of the shares underlying the PSUs reflected in the table are based on achievement of the threshold level of performance.

(5)

Represents 2022 PSU grants. These PSU’s vest on December 31, 2024 based upon the continued service of the grantee and achievement of pre-determined performance goals for the performance period ending December 31, 2023. On February 22, 2024, the Compensation Committee reviewed the Company’s financial results over the performance period compared to the performance goals and determined that both adjusted operating income growth as well as shareholder’s equity growth were achieved at levels above maximum goals. The number and value of the shares underlying the PSUs reflected in the table are based on achievement of the maximum level of performance.


22				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Executive Compensation

Post-Employment Value of Equity Incentive Compensation

The following table sets forth estimates of the potential value of the aggregate number of unvested, outstanding equity grants that would become vested and payable to the Company’s Executive Officers upon the specified termination events, assuming that each such event took place on December 31, 2023.



	Jeffrey S. Gorman	Scott A. King		James C. Kerr		Brigette A. Burnell
Change in control followed by a qualifying termination of the Executive Officers’ employment	$-	$	1,221,379	$	565,318	$	587,453
Death	-		498,099		245,354		253,870
Termination due to disability (these estimated values are based on achievement of 150% of the performance targets under the 2022 PSU grants, and target performance under the 2023 PSU grants)	-		571,078		303,742		307,390
Retirement (these estimated values are based on achievement of 150% of the performance targets under the 2022 PSU grants, and target performance under the 2023 PSU grants)	-		343,113		255,875		232,994

Pension Benefits

The pension plan in which two of the Company’s Executive Officers participate is a defined benefit plan covering certain U.S. employees of the Company. New entry into this plan terminated as of December 31, 2007 and, effective January 1, 2008, an enhanced 401(k) Plan benefit was adopted for new employees hired thereafter.

The pension plan offers participants upon retirement the option to choose between monthly benefits or a single lump sum payment. The monthly pension benefits are equal to the product of 1.1% of the participant’s final average monthly earnings (based on compensation during the final ten years of service) and the number of years of credited service. A single lump sum amount is equal to the present value of the final monthly pension benefit multiplied by a single premium immediate annuity rate as defined by the plan. Historically, nearly all participants in the plan elect the single lump sum amount at retirement. The single lump sum payment option is used for financial reporting purposes for the fiscal year ended December 31, 2023, computed as of the plan measurement date of December 31, 2023.

Actuarial assumptions used by the Company in determining the present value of the accumulated benefit amount consist of a 2.0% ultimate rate, a 4.69% discount rate and the Pri-2012 Total Dataset Employee Mortality with Scale MP-2021 for 12/31/23 remeasurement. Base compensation in excess of $305,000 is not taken into account under the plan. Vesting occurs after five years of credited service.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				23

Executive Compensation

Pension Benefits Table

The table below summarizes the number of years of credited service and the present value of accumulated pension benefit for two named Executive Officers of the Company who participated in the pension plan for calendar year 2023.



Name	Plan Name	Year	Number of Years Credited Service (1) (#)	Present Value of Accumulated Benefit ($) (2)		Payments During Last Fiscal Year ($)
Jeffrey S. Gorman	The Gorman-Rupp Company Retirement Plan	2023	45		2,347,778	-
Scott A. King	The Gorman-Rupp Company Retirement Plan	2023	19		386,624	-

(1)	The credited years of service are determined as of a measurement date of December 31, 2023.

(2)	The amount represents the actuarial present value of accumulated benefit based on a single sum payment computed as of the plan measurement date of December 31, 2023. The retirement age is assumed to be the normal retirement age of 65 as defined in the plan.


24				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Executive Compensation

Pay Versus Performance

The following table summarizes compensation paid to the Company’s principal executive officer (“PEO”) as set forth in the Summary Compensation Table, compensation actually paid to the PEO, average compensation paid to the Company’s

Non-PEO

named executive officers (“NEOs”) as set forth in the Summary Compensation Table, and average compensation actually paid to the Company’s

Non-PEO

NEOs, each as calculated in accordance with SEC rules, and certain Company and peer group performance measures for the periods indicated:


								Value of Initial Fixed $100 Investment Based on (3):				000’s

Year	Summary Compensation Table Total for PEO ($) (1)	Compensation Actually Paid to PEO ($) (2)		Average Summary Compensation Table Total for Non-PEO NEOs ($) (1)		Average Compensation Actually Paid to Non-PEO NEOs ($) (2)		Total Shareholder Return ($)		Peer Group Total Shareholder Return ($)		Net Income ($) (4)		Operating Income ($) (4)
2023	1,707,848		2,109,366		894,343		1,029,150		102.92		152.18		34,951		87,041
2022	1,712,818		1,231,468		781,145		450,930		72.41		120.71		11,195		40,183
2021	1,078,110		920,864		835,208		823,730		123.11		141.86		29,851		39,356
2020	1,170,814		655,926		612,641		437,188		88.13		115.38		25,188		35,753

(1)

For 2020 and 2021, the PEO was Jeffrey S. Gorman. Scott A. King was promoted to Chief Executive Officer on January 1, 2022 and was the PEO for 2022 and 2023. For 2020 and 2021,

Non-PEO

NEOs include Scott A. King, James C. Kerr and Brigette A. Burnell. For 2022 and 2023,

Non-PEO

NEOs include Jeffrey S. Gorman, James C. Kerr and Brigette A. Burnell.

(2)	The “Reconciliation of Actual Compensation Paid” table below details the additions to and deductions from the Summary Compensation Table totals to calculate the Compensation Actually Paid amounts.

(3)	Represents cumulative shareholder total returns (assuming reinvestment of dividends) on $100 invested on December 31, 2019 through December 31, 2023 in the Company’s common shares and the Peer Group, S&P Industrial Machinery index.

(4)

2022 and 2023 results include the acquisition of Fill-Rite, a division of Tuthill, which was acquired on May 31, 2022. As further described in the Company’s Form

10-K,

Fill-Rite’s results are included in the Company’s results beginning June 1, 2022. Certain

one-time

acquisition costs, as well as amortization of the set up in value of acquired inventories and backlog, are also included in the 2022 results.

Reconciliation of Actual Compensation Paid

The following table reconciles the PEO Summary Compensation Table total and the

Non-PEO

NEOs average Summary Compensation Table total to PEO Compensation Actually Paid and NEOs average Compensation Actually Paid for the periods indicated:


			Increase (Decrease) in Value of

	Total Compensation Paid from Summary Compensation Table ($)		Current Year Grants ($)			Prior Year Grants ($)			Grants Vesting in Current Year ($)			Grants from Prior Years Forfeited in Current Year ($)			Change in Pension Value, net of Service Cost ($)			Compensation Actually Paid ($)
PEO
2023		1,707,848		120,887			276,954			44,399			-			(40,722	)		2,109,366
2022		1,712,818		(242,563	)		(126,506	)		-			(148,648	)		36,367			1,231,468
2021		1,078,110		82,833			72,757			766			(188,535	)		(157,246	)		920,864
2020		1,170,814		(4,878	)		(32,264	)		(14,313	)		(199,313	)		(257,121	)		655,926


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				25

Table of Contents

Executive Compensation


			Increase (Decrease) in Value of

	Total Compensation Paid from Summary Compensation Table ($)		Current Year Grants ($)			Prior Year Grants ($)			Grants Vesting in Current Year ($)			Grants from Prior Years Forfeited in Current Year ($)			Change in Pension Value, net of Service Cost ($)			Compensation Actually Paid ($)
NEO Average
2023		894,343		42,301			102,519			31,857			-			(41,870	)		1,029,150
2022		781,145		(59,617	)		(121,939	)		-			(148,659	)		-			450,930
2021		835,208		63,501			48,497			447			(125,679	)		1,757			823,730
2020		612,641		(3,274	)		(25,346	)		(6,368	)		(116,275	)		(24,191	)		437,188



	12/31/23		12/31/22		12/31/21		12/31/20
Closing Share Price	$	35.53	$	25.62	$	44.55	$	32.45

Relationship Between Compensation Paid and Performance Measures

The tables presented below describe the relationship between PEO Compensation Actually Paid and

Non-PEO

NEOs

verage Compensation Actually Paid, and their respective relationships to (1) total shareholder return (TSR) and peer group TSR and (2)

net

income and operating income, and illustrate how compensation fluctuates as Company performance changes.


26				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Table of Contents

Executive Compensation

The three items listed below are, in the Company’s assessment, the most important financial performance measures used by the Company to link Compensation Actually Paid for 2023 to Company performance:

1.	Operating income

2.	Adjusted operating income

3.	Adjusted shareholders’ equity

CEO Pay Ratio

Below is: (i) the 2023 annual total compensation of our CEO; (ii) the 2023 annual total compensation of our median employee; (iii) the ratio of the annual total compensation of our CEO to that of our median employee; and (iv) the methodology the Company used to calculate the CEO pay ratio:


CEO Pay Ratio
CEO Annual Total Compensation	$	1,707,848
Median Employee Annual Total Compensation	$	63,773
CEO to Median Employee Pay Ratio		26.8 to 1

Methodology

The Company believes that its CEO pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules. The Company’s methodology and process is explained below:

Determined Employee Population —

The employee population included all global employees, excluding our CEO, who were employed by the Company on December 31, 2023, whether employed on a full-time, part-time, or seasonal basis.

Identified the Median Employee —

The Company examined the 2023 total cash compensation of the employee population. The Company did not make any assumptions, adjustments, or estimates with respect to total cash compensation, and did not annualize the compensation for any full-time employees that were not employed by the Company for all of 2023. The Company believes the use of total cash compensation for all employees is a consistently applied compensation measure because it does not widely distribute annual equity awards to employees. Less than five percent of the Company’s employees receive annual equity awards.

Calculated CEO Pay Ratio —

After identifying the median employee based on total cash compensation, the Company calculated annual total compensation for such employee using the same methodology used for the CEO for 2023 as set forth in the Summary Compensation Table in this Proxy Statement.

The Company believes its executive compensation program must be consistent and internally equitable to motivate our employees to perform in ways that enhance shareholder value and demonstrate a commitment to internal pay equity. The Compensation Committee monitors the relationship between the pay of our Executive Officers and the pay of our

non-executive

employees.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				27

Beneficial Ownership of Shares

BENEFICIAL OWNERSHIP OF SHARES

The following table sets forth information pertaining to the beneficial ownership of the Company’s Common Shares as of February 1, 2024, except as otherwise noted, by (i) each Director and each person nominated for election as a Director, (ii) each Officer named in the summary compensation table, (iii) Directors and Executive Officers of the Company as a group, and (iv) any person who is known to the Company to be a beneficial owner of more than five percent of the Company’s outstanding Common Shares. The address of each of the Company’s Directors, nominees for Director and Executive Officers is in care of The Gorman-Rupp Company, P.O. Box 1217, Mansfield, Ohio 44901.



Name and Address	Amount and Nature of Beneficial Ownership(1)		Percent of Outstanding Shares
Independent Directors and Nominees:
Donald H. Bullock, Jr.		9,500		*
M. Ann Harlan		25,004		*
Christopher H. Lake		37,289		*
Sonja K. McClelland		9,170		*
Vincent K. Petrella		10,200		*
Kenneth R. Reynolds		28,750		*
Charmaine R. Riggins		3,750		*
Named Executive Officers:
Jeffrey S. Gorman		2,750,842(2)		10.5%
Scott A. King		39,969(3)		*
James C. Kerr		24,621(4)		*
Brigette A. Burnell		20,459(5)		*
All Directors and Executive Officers as a group (11 persons):		2,959,554(6)(7)		11.3%
Other Principal Beneficial Owners:
Gayle G. Green(8)(13) PO Box 222 Wooster, OH 44691		2,500,510		9.6%
The Vanguard Group(9)(13) 100 Vanguard Blvd. Malvern, PA 19355		2,292,231		8.8%
Blackrock, Inc.(10)(13) 55 East 52^nd Street New York, NY 10055		1,709,735		6.5%
GAMCO Investors, Inc.(11)(13) One Corporate Center Rye, NY 10580		1,597,625		6.1%
Dimensional Fund Advisors LP(12)(13) Building One 6300 Bee Cave Road Austin, TX 78746		1,321,685		5.0%

*	Represents less than 1% of the outstanding shares.


28				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement

Beneficial Ownership of Shares

(1)

Reported in accordance with the beneficial ownership rules of the SEC under which a person is deemed to be the beneficial owner of a security if he or she has or shares voting power or investment power in respect of such security. Accordingly, the amounts shown in the table do not purport to represent beneficial ownership for any purpose other than compliance with the SEC reporting requirements. Voting power or investment power with respect to shares reflected in the table is not shared with others except as otherwise indicated.

(2)

Includes 297,076 shares beneficially owned by Mr. Gorman’s wife and 743,643 shares beneficially owned by his children and grandchildren. Mr. Gorman considers that he shares the voting and investment power with respect to all of the foregoing shares, for purposes of reporting his beneficial ownership of common shares, but disclaims beneficial ownership of all of the shares referred to in this note (2), except to the extent of his pecuniary interest therein.

(3)	Includes 5,400 common shares issuable upon vesting of restricted stock units within 60 days of February 1, 2024.

(4)	Includes 1,134 common shares issuable upon vesting of restricted stock units within 60 days of February 1, 2024.

(5)	Includes 1,761 common shares issuable upon vesting of restricted stock units within 60 days of February 1, 2024.

(6)	Includes 8,295 common shares issuable upon vesting of restricted stock units within 60 days of February 1, 2024.

(7)	Includes 1,040,719 shares as to which voting and investment power are shared.

(8)

Includes 5,922 shares beneficially owned by Ms. Green’s husband and 522,719 shares beneficially owned by her children. Ms. Green considers that she shares the voting and investment power with respect to all of the foregoing shares, for purposes of reporting her beneficial ownership of common shares, but disclaims beneficial ownership of all of the shares referred to in this note (8), except to the extent of her pecuniary interest therein. Ms. Green is the sister of Mr. Jeffrey S. Gorman.

(9)

Based on a Schedule 13G/A filed with the SEC on February 13, 2023. The filing indicates that, as of December 31, 2023, The Vanguard Group had beneficial ownership of 2,292,231 shares, including shared voting power over 20,174 shares, sole dispositive power over 2,251,924 shares and shared dispositive power over 40,307 shares.

(10)	Based on a Schedule 13G/A filed with the SEC on January 29, 2024. The filing indicates that, as of December 31, 2023, Blackrock, Inc. had beneficial ownership of 1,709,735 shares, including sole voting power over 1,661,721 shares and sole dispositive power over 1,709,735 shares.

(11)

GAMCO Investors, Inc. is a diversified asset manager and financial services company. Based on a Schedule 13D/A filed with the SEC on September 19, 2012. The filing indicates that Gabelli Funds, LLC had beneficial ownership of 873,531 shares, including sole voting power over 873,531 shares and sole dispositive power over 873,531 shares, GAMCO Asset Management Inc. had beneficial ownership of 668,390 shares, including sole voting power over 662,140 shares and sole dispositive power over 668,390 shares, and Teton Advisors, Inc. had beneficial ownership of 55,704 shares, including sole voting power over 55,704 shares and sole dispositive power over 55,704 shares. The shares reported above have been adjusted to reflect the 5-for-4 stock split effective December 10, 2013.

(12)	Based on a Schedule 13G/A filed with the SEC on February 9, 2023. The filing indicates that, as of December 31, 2023, Dimensional Fund Advisors LP had beneficial ownership of 1,321,685 shares, including sole voting power over 1,290,854 shares and sole dispositive power over 1,321,685 shares.

(13)	Applicable percentage ownership is based upon 26,193,998 of the Company’s outstanding Common Shares as of December 31, 2023.

Delinquent Section 16(a) Reports

Section 16(a) of the Securities Exchange Act of 1934 requires our officers, directors, and persons who are beneficial owners of more than ten percent of the Company’s common shares to file reports of ownership and changes in ownership with the SEC. To the best of its knowledge, the Company believes that, during the past year, all applicable filing requirements for reporting persons were met, except for two transactions reported late by Jeffrey S. Gorman related to the disposition of a total of 960 Common Shares by gifts on December 14, 2023. The disposition of shares by gifts should have been reported on Form 4 within 2 business days of the transaction, but due to inadvertent error were instead reported on Mr. Gorman’s Form 5 for the year ended December 31, 2023 filed on February 14, 2024.


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				29

Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Board of Directors unanimously recommends a vote

FOR Proposal No. 2 to approve the advisory resolution on the compensation

of the Company’s named Executive Officers.

ADVISORY VOTE ON THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS

(Proposal No. 2)

This proposal is for a non-binding, advisory vote to approve the compensation of the Company’s named Executive Officers pursuant to Section 14A of the Securities Exchange Act of 1934, as amended. This vote is not intended to address any specific item of compensation, but rather the overall compensation of the named Executive Officers and the compensation philosophy, policies and practices as described in the Executive Compensation — Compensation Discussion and Analysis narrative discussion, Summary Compensation Table and the other related tables and narrative disclosure included in this Proxy Statement. As detailed therein, the Directors are focused on compensating the Executive Officers fairly and in a manner that promotes the Company’s philosophy that compensation of the Executive Officers should be aligned with the Company’s historical compensation, its culture, and its profitability to promote the continued achievement of long-term shareholder value. Accordingly, the Company is asking shareholders to vote “FOR” the adoption of the following resolution:

“RESOLVED, that the shareholders of The Gorman-Rupp Company approve, on an advisory basis, the compensation of the Company’s named Executive Officers, as disclosed in the Executive Compensation — Compensation Discussion and Analysis narrative discussion, Summary Compensation Table and the other related tables and narrative disclosure included in the Company’s 2024 Proxy Statement.”

While not binding on the Company, the Board of Directors or the Compensation Committee, the results of shareholder voting on this proposal will be considered by the Board and Compensation Committee when making future compensation decisions for the Company’s named Executive Officers. The next advisory vote on compensation will occur at the Company’s 2025 annual meeting of shareholders.


30				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement



		Vote on the approval and adoption of The Gorman-Rupp Company 2024 Omnibus Incentive plan

The Board of Directors unanimously recommends that you vote FOR

Proposal No. 3 to approve and adopt The Gorman-Rupp Company 2024

Omnibus Incentive Plan

APPROVAL AND ADOPTION OF THE GORMAN-RUPP COMPANY 2024 OMNIBUS INCENTIVE PLAN

(Proposal No. 3)

At the Annual Meeting, shareholders will be asked to approve the adoption of The Gorman-Rupp Company 2024 Omnibus Incentive Plan (the “2024 Incentive Plan”). The Board of Directors adopted the 2024 Incentive Plan on February 22, 2024, subject to the approval of the shareholders at the Annual Meeting. If the shareholders approve the 2024 Incentive Plan, it will become effective on the day of the Annual Meeting.

The 2024 Incentive Plan is intended to replace The Gorman-Rupp Company 2015 Omnibus Incentive Plan (the “2015 Plan”), which will expire under its terms in 2025, as well as The Gorman-Rupp Company 2016 Non-Employee Directors’ Compensation Plan (the “Directors’ Plan”). The common shares remaining available for issuance under the 2015 Plan and the Directors’ Plan will be made available for issuance under the 2024 Incentive Plan, if approved by the shareholders, and no additional awards will be granted under each of the 2015 Plan and the Directors’ Plan if the 2024 Incentive Plan is approved by the shareholders.

The Gorman-Rupp Company operates in a challenging marketplace in which its success depends on its ability to attract, retain, engage and focus highly motivated and qualified employees and other service providers. One of the tools the Board of Directors regards as essential to succeeding in attracting and retaining employees and other service providers is a competitive equity incentive program. The 2024 Incentive Plan, similar to its predecessors the 2015 Plan and the Directors’ Plan, is designed to provide a vehicle under which a variety of stock-based awards can be granted to designated employees, directors and consultants of The Gorman-Rupp Company and its subsidiaries and divisions, which will provide The Gorman-Rupp Company with the flexibility to adapt its compensation program to the competitive pressures of the marketplace. As it has done over the past several years under the predecessor plans, the Compensation Committee currently intends to award service-based and performance-based equity incentives under the 2024 Incentive Plan, which will serve to further align the interests of the award recipients with shareholders by reinforcing key long-term goals and objectives that help drive shareholder value, and attract, motivate and retain experienced and highly qualified individuals who will contribute to The Gorman-Rupp Company’s continuing financial success. The 800,000 shares being requested for the 2024 Incentive Plan, together with the shares currently remaining available for issuance under the 2015 Plan and the Directors’ Plan, represents less than 4.8% of The Gorman-Rupp Company’s outstanding equity as of March 5, 2024. No awards have been made under the 2024 Incentive Plan, nor will any awards be made prior to shareholder approval of the 2024 Incentive Plan. Additional discussion of how The Gorman-Rupp Company has used equity awards to compensate its executive officers may be found in the Compensation Discussion & Analysis portion of the Proxy Statement.

Historical Equity Award Data

The following table illustrates The Gorman-Rupp Company’s historical burn rate for the past three years under the 2015 Plan and the Directors’ Plan. Burn rate is calculated as (i) the number of time-based restricted stock units (“RSUs”) granted under the 2015 Plan, plus (ii) the number of performance-based restricted share awards earned under the 2015 Plan, plus (iii) the number of shares granted to non-employee directors under the Directors’ Plan, divided by (iii) the weighted average basic common shares outstanding in the year indicated. The Gorman-Rupp Company’s burn rate was as follows:


2024 Proxy Statement		\|		THE GORMAN-RUPP COMPANY				31



		Vote on the approval and adoption of The Gorman-Rupp Company 2024 Omnibus Incentive plan



						Historical Burn Rate

Year	RSUs Granted		Performance Shares Earned			Director Shares Granted			Total Granted/ Earned		Weighted Average Basic Shares		Burn Rate
2021	11,000	a)		-	b)		10,500	e)		21,500		26,119,376		0.1%
2022	38,653	a)		106,919	c)		15,750	e)		161,322		26,089,976		0.6%
2023	38,928	a)		63,401	d)		15,750	e)		118,079		26,174,174		0.5%
												3-Year Average		0.4%

a)	RSUs based on share grant date

b)	2019 Grant with performance period and vesting period ending 12/31/21 (did not achieve minimum threshold)

c)	Includes 2020 Grant with performance period and vesting period ending 12/31/22 (achieved 26% of target) and 2021 Grant with performance period and vesting period ending 12/31/22 (achieved 150% of target)

d)	2022 Grant with performance period ending 12/31/23 and vesting period ending 12/31/24 (achieved 150% of target)

e)	Director shares based on share grant date

SUMMARY OF THE 2024 OMNIBUS INCENTIVE PLAN

The full text of the 2024 Incentive Plan is in Appendix A to this Proxy Statement. The following is a brief description of the material features of the 2024 Incentive Plan, but it is qualified in its entirety by reference to Appendix A.

2024 Incentive Plan Highlights

Key terms of the 2024 Incentive Plan include the following, which are further described in greater detail in this summary:

•

No repricing of stock options or stock appreciate rights (“SARs”) without shareholder approval.

•

No “liberal share” counting – any shares withheld or tendered to cover tax withholding or to pay the exercise price of an award will not be added back to the 2024 Incentive Plan’s share pool.

•

Each award will have a minimum vesting period of at least one year, with limited exceptions.

•

Any dividends or dividend equivalents for an award will be subject to the award’s underlying vesting and/or performance conditions. No dividends or dividend equivalents may be paid with respect to stock options or SARs.

•

Upon a Change in Control (as defined in the 2024 Incentive Plan), awards that are assumed or replaced with similar awards by the surviving entity will be subject to “double-trigger” vesting.

•

Total compensation to non-employee directors, including the grant date fair value of awards under the 2024 Incentive Plan, is limited to a maximum of $750,000 per year for new directors and $500,000 for other directors.

•

Awards are subject to The Gorman-Rupp Company’s Clawback Policy.

Shares Available Under the 2024 Incentive Plan

The maximum number of common shares, without par value, available for issuance under the 2024 Incentive Plan will not exceed the sum of the following:

•

800,000 common shares, plus;

•

any shares remaining available for issuance under the 2015 Plan and the Directors’ Plan at the time of approval of the 2024 Incentive Plan by shareholders, plus;


32				THE GORMAN-RUPP COMPANY		\|		2024 Proxy Statement



		Vote on the approval and adoption of The Gorman-Rupp Company 2024 Omnibus Incentive plan

•

any shares subject to an award under the 2024 Incentive Plan, 2015 Plan and Directors’ Plan that are forfeited, cancelled or settled for cash, or subject to such an award which expires or terminates without issuance of shares or otherwise does not result in the issuance of all or a portion of the shares subject to the award.

The number of shares remaining available for issuance under the 2015 Plan and the Directors’ Plan as of March 5, 2024 were 424,771 common shares and 14,500 common shares, respectively.

If any award under the 2024 Incentive Plan is exercised through the tendering of shares or by the withholding of shares by The Gorman-Rupp Company, or if any withholding tax liabilities arising from any award are satisfied by the tendering of shares or by the withholding of shares by The Gorman-Rupp Company, then in each such case the shares so tendered or withheld shall count against the total number of shares available for issuance and delivery under the 2024 Incentive Plan on a one-for-one basis. In addition, if The Gorman-Rupp Company uses the proceeds of the exercise of any stock option or SAR to purchase additional shares in the open market, such shares shall not be added to the total number of shares available for issuance and delivery under the 2024 Incentive Plan. Also, shares underlying awards issued by The Gorman-Rupp Company in assumption of or substitution for awards issued by a company acquired by The Gorman-Rupp Company or a subsidiary will not reduce the number of shares available for issuance under the 2024 Incentive Plan.

Eligibility. Employees, non-employee directors and consultants of The Gorman-Rupp Company and its present and future subsidiaries are eligible for awards under the 2024 Incentive Plan. As of March 5, 2024, approximately 1,400 employees, 7 non-employee directors and fewer than 3 consultants would have been eligible to be considered for participation in the 2024 Incentive Plan had it been effective. The Compensation Committee, or its delegate under the 2024 Incentive Plan, shall determine annually which employees, non-employee directors and consultants will be participants in the 2024 Incentive Plan. However, the Compensation Committee will determine the eligibility and any awards granted to any employee or non-employee director who is subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Limits on Awards to Directors. The total compensation payable to a non-employee director for services performed as a director, including the grant date value of awards under the 2024 Incentive Plan, cash retainers, committee fees and other compensation, will generally not exceed $500,000 during any fiscal year. However, the limit may be increased to $750,000 in the fiscal year of a director’s initial service as a director.

Administration. The Compensation Committee will oversee the administration of the 2024 Incentive Plan with the authority to interpret the 2024 Incentive Plan and make all determinations necessary or desirable for the administration of the 2024 Incentive Plan. The Compensation Committee will have discretion to select participants and determine the form, amount and timing of each award to such persons, the exercise price or base price associated with the award, the time and conditions of exercise or settlement of the award, and all other terms and conditions of an award. The Compensation Committee may delegate its authority to one or more executive officers of The Gorman-Rupp Company to select employees or consultants to receive awards under 2024 Incentive Plan, determine the types of awards and number of shares underlying the awards, and cancel or suspend unvested awards. However, a delegate may not grant awards to himself or herself or any individual who is subject to Section 16 of the Exchange Act.

Forms of Awards. Awards under the 2024 Incentive Plan may include one or more of the following types: (a) restricted stock and restricted stock units, (b) performance awards, (c) stock options, (d) SARs and (e) other share-based awards.

Key Terms of Awards

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Restricted Stock and Restricted Stock Units. Restricted stock is any share issued with the restriction that the participant may not, for a specified time or times, sell, transfer, pledge or assign such share and with such other restrictions as the Compensation Committee, in its sole discretion, may impose. A restricted stock unit is


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an award that is valued by reference to a share, which value may be paid to the participant by delivery of shares or cash as determined by the Compensation Committee. Restrictions on restricted stock and restricted stock units may lapse separately or in combination at such times, in installments or otherwise, as the Compensation Committee deems appropriate. Awards of restricted stock and restricted stock units may be issued either alone or in addition to other awards granted under the 2024 Incentive Plan, and are also available as a form of payment of performance awards and other earned cash-based incentive compensation. The Compensation Committee determines the terms and conditions of restricted stock and restricted stock unit awards, including the number of shares granted and conditions for vesting that must be satisfied, which may be based principally or solely on continued provision of services, and also may include a performance-based component.

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Performance Awards. Performance awards, such as Performance Shares and Performance Units, are the award of cash, shares or units (valued by reference to shares or other property) that will be earned by the participant upon the achievement of performance goals established by the Compensation Committee. The Compensation Committee will determine the performance criteria to be achieved during any performance period and the length of the performance period. Performance awards may be settled in cash, shares or other property as determined by the Compensation Committee.

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Stock Options. Stock options are rights to purchase shares at a price and during a period determined by the Compensation Committee. The exercise price of an option will not be less than 100% of the fair market value of the shares on the date the option is granted. The fair market value of a common share of The Gorman-Rupp Company as of March 5, 2024, was $36.00 per share. Options generally expire no later than 10 years after the date of grant except in the event of death or Disability (as defined in the 2024 Incentive Plan). The Compensation Committee does not presently intend to award options to participants in the 2024 Incentive Plan. The maximum number of common shares that may be issued under the 2024 Incentive Plan pursuant to the exercise of incentive stock options is 800,000 common shares.

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Stock Appreciation Rights. A SAR entitles the participant to receive, upon exercise, an amount equal to the excess of (a) the fair market value of one share on the date of exercise (or such amount less than such fair market value as the Compensation Committee determines at any time during a specified period before the date of exercise) over (b) the grant price of the SAR on the date of grant. SARs generally expire no later than 10 years after the date of grant except in the event of death or Disability. The Compensation Committee will determine whether settlement of a SAR will be made in cash, in whole shares or other property, or any combination thereof.

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Other Share-Based Awards. The 2024 Incentive Plan also authorizes the grant of awards that are valued in whole or in part by reference to, or are otherwise based on, shares or other property. Other share-based awards may be paid in cash, shares or other property, or a combination thereof, as determined by the Compensation Committee. The Compensation Committee determines the terms and conditions of other share-based awards, including any conditions for vesting that must be satisfied.

Performance Criteria

If the Committee determines that an award is intended to be subject to the achievement of one or more objective performance goals established by the Compensation Committee, the vesting or payment of such awards will be based on the attainment of specified levels of one or any combination of the following: sales and net sales (including growth of such sales measures); gross profit, operating income, pre-tax income, net income and earnings per share (including growth of such income measures); return on equity, total shareholder return and return on assets or net assets (including growth of such return measures); gross margin, operating income margin or net income margin (including growth of such margin measures); economic value-added models or equivalent metrics; cash flow (including operating cash flow and free cash flow) or cash flow per share (before or after dividends) (including growth of such cash flow measures); financial ratios, including those measuring liquidity, activity, profitability or leverage; competitive market metrics; the ratio of average operating working capital to sales; or any other financial, operational, strategic or performance metric determined by the Compensation Committee.


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In establishing performance goals, the Compensation Committee may provide that any financial factor that in whole or in part comprises any performance goal will be determined in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) or that any such financial factor may be non-GAAP or that such financial factor may be adjusted to exclude any or all GAAP or non-GAAP items. The Committee may designate a single goal criterion or multiple goal criteria for performance measurement purposes. Any performance measurement may be based on company-wide, business unit or divisional performance (or a combination thereof) and/or on performance as compared with that of other companies, peer groups, industry sectors or a market index. The Compensation Committee may provide for exclusion of the impact of an event or occurrence that the Committee determines should appropriately be excluded, including, without limitation, (i) acquisitions, divestitures, restructurings, discontinued operations, extraordinary items, and other unusual or non-recurring charges, (ii) an event either not directly related to the operations of the company, subsidiary, division, business segment or business unit or not within the reasonable control of management, or (iii) the cumulative effects of tax or accounting changes in accordance with GAAP.

Adjustments to Awards Subject to Performance Criteria. The Compensation Committee may adjust downwards, but not upwards, the amount payable pursuant to an award. The Compensation Committee may not waive the one-year vesting period requirement except in the case of the death or Disability of the participant or pursuant to 2024 Incentive Plan terms related to the treatment of awards upon a Change in Control. The Compensation Committee must certify, in writing (which may be evidenced by the minutes of a Committee meeting), the amount of the award earned by each participant with respect to its performance period before payment of the award is made.

Minimum Vesting Period. Each award granted under the 2024 Incentive Plan will generally have a minimum vesting period of one year. However, five percent (5%) of the total number of shares available under the 2024 Incentive Plan may be used for awards without a minimum vesting period. In addition, awards granted to directors may have a vesting period that begins on the date of grant and ends on the date of the next annual meeting of shareholders, as long as the date of the meeting is not less than 50 weeks after the date of grant. Likewise, the Compensation Committee may waive any minimum vesting period in the case of a participant’s death or Disability or in connection with a Change in Control (as described in the Section below titled “Change in Control”).

Dividends; Dividend Equivalents. The Compensation Committee may determine in its sole discretion to grant cash, stock or other property dividends or dividend equivalents with respect to the number of shares underlying an outstanding award under the 2024 Incentive Plan, other than a stock option or SAR. Notwithstanding anything to the contrary, cash dividends, stock and any other property (other than cash) distributed as a dividend, dividend equivalent or otherwise with respect to any award will either (a) not be paid or credited or (b) be accumulated, subject to restrictions and risk of forfeiture, to the same extent as the award with respect to which such cash, stock or other property has been distributed and will be paid at the time such restrictions and risk of forfeiture lapse (including the achievement of performance goals).

Nontransferability of Awards. No award under the 2024 Incentive Plan, and no shares subject to awards that have not been issued or as to which any applicable restriction, performance or deferral period has not lapsed, is transferable other than by will or the laws of descent and distribution. No award may be transferred for value. An award may be exercised during the participant’s lifetime only by the participant or the participant’s guardian or legal representative, except that the Compensation Committee may provide in an award agreement that a participant may transfer an award without consideration to certain family members, family trusts or other family-owned entities, or for charitable donations under such terms and conditions determined by the Compensation Committee.

Termination of Employment. The Compensation Committee will determine and set forth in each award agreement whether any awards will continue to be exercisable, vest or be earned (and the terms of such exercise, vesting or earning) on and after the date the participant ceases to be employed by The Gorman-Rupp Company or a subsidiary, whether by reason of death, Disability, or voluntary or involuntary termination of employment.


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Change in Control

If a Change in Control (as defined in the 2024 Incentive Plan) occurs, then any award that is assumed by or replaced with a similar award by the entity surviving the Change in Control will continue to vest and become exercisable in accordance with the terms of its original award agreement unless, during the two-year period commencing on the date of the Change in Control:

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the participant’s employment or service is involuntarily terminated by the surviving entity, as applicable, for reasons other than

SEC Form DEF 14A filed by Gorman-Rupp Company