Item 2.02. Results of operations and financial condition
On October 29, 2021, The Gorman-Rupp Company (the "Company") issued a news
release announcing its financial results for the third quarter and nine months
ended September 30, 2021 and the promotion of Scott A. King to the role of Chief
Executive Officer of the Company effective January 1, 2022. The news release is
included as Exhibit 99.1 and is being furnished, not filed, with this Current
Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On October 28, 2021, the Board of Directors of the Company determined that,
effective January 1, 2022, the role of Chief Executive Officer will transition
from Jeffrey S. Gorman to Scott A. King, who is currently the Company's
President and Chief Operating Officer. Also effective January 1, 2022,
Mr. Gorman will serve as the Company's Executive Chairman of the Board and will
continue to be actively involved with the Company's strategic planning and
acquisition efforts. Mr. King has been with the Company since 2004 and has held
various operational leadership roles, as further described below.
Mr. King, age 47, has served as the Company's President and Chief Operating
Officer since January 1, 2021. Prior to that, he served as Vice President and
Chief Operating Officer from April 2019 to December 2020. He served as Vice
President of Operations from March 2018 until March 2019, and as Vice President
from April 2017 until February 2018. He also held positions with the Gorman-Rupp
Pumps USA division of the Company as Vice President and General Manager from
January 2014 until March 2017, Vice President of Operations from June 2010 until
December 2013, Director of Manufacturing from July 2007 until May 2010 and
Manufacturing Manager from November 2004 until June 2007. Prior to joining the
Company, Mr. King held a series of positions with several international,
publicly-traded industrial companies. Mr. King holds an MBA from the University
of Michigan and a Bachelor's degree in Mechanical Engineering from the
University of Minnesota.
There are no family relationships, as defined in Item 401 of
Regulation S-K, between Mr. King and any of the Company's executive officers or
directors or persons nominated or chosen by the Company to become a director or
executive officer. There is no arrangement or understanding between Mr. King and
any other person pursuant to which Mr. King was appointed as an officer. There
are no transactions in which Mr. King has an interest requiring disclosure under
Item 404(a) of Regulation S-K.
Item 8.01 Other Events
On October 28, 2021, the Board of Directors of the Company authorized a share
repurchase program of up to $50.0 million of the Company's common shares. Shares
may be repurchased from time to time by the Company through a variety of
methods, which may include open-market transactions, pre-set trading plans
designed in accordance with Rule 10b5-1, privately negotiated transactions,
accelerated share repurchase transactions, or any combination of such methods.
The actual number of shares repurchased will depend on prevailing market
conditions, alternative uses of capital and other factors, and will be
determined at management's discretion. The Company is not obligated to make any
repurchases under the program, and the program may be suspended or discontinued
at any time. The authorization does not have an expiration date.
On October 29, 2021, the Company issued a news release announcing the share
repurchase program and the Company's quarterly cash dividend on its common
shares, which is filed as Exhibit 99.2 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
Exhibit
(99.1) News Release dated October 29, 2021
(99.2) News Release dated October 29, 2021
104 The cover page from this Current Report on Form 8-K, formatted in
Inline XBRL (included as Exhibit 101)
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