Sector: Industrials
GORMAN-RUPP · Meeting: April 23, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Election of Directors — Fix the number of Directors at nine and elect nine Directors
Gorman-Rupp's 3-year stock return of 175.2% outpaces the PSCI benchmark by approximately 100 percentage points, well above the 65-point threshold needed to trigger a no vote, and Mr. Bullock meets all other policy criteria including attendance, independence, and relevant experience.
Mr. Gorman is classified as non-independent but serves only as Chairman (not on audit or compensation committees), the TSR trigger does not fire given the company's strong outperformance of the PSCI benchmark, and no overboarding, attendance, or familial-relationship-to-management concerns are present beyond his own family ownership which is already disclosed.
Ms. Harlan is independent, has served as Lead Independent Director, meets all attendance requirements, and the company's 3-year TSR substantially outperforms the PSCI benchmark, so the TSR trigger does not apply.
Ms. Heminger joined the board in April 2025, well within the 24-month exemption window, so she is fully exempt from the TSR trigger, and she brings relevant supply chain and manufacturing expertise from Caterpillar and Honda.
Mr. King is the CEO and executive director; the company's 3-year stock return of 175.2% far exceeds the PSCI benchmark by roughly 100 percentage points, well above the 65-point threshold, so the TSR trigger does not apply to him as an executive director.
Mr. Lake is independent, meets attendance requirements, and the company's strong 3-year stock performance relative to the PSCI benchmark means the TSR trigger does not fire for any director on this slate.
Ms. McClelland is independent, qualifies as an audit committee financial expert, chairs the Audit Committee, meets all attendance and independence requirements, and the company's outperformance of the PSCI benchmark precludes the TSR trigger.
Mr. Petrella is independent, chairs the Compensation Committee, qualifies as an audit committee financial expert, serves on two other public company boards (Applied Industrial Technologies and Sotera Health) which is within the non-executive director limit of four, and the TSR trigger does not apply given the company's strong performance.
Mr. Reynolds is independent, qualifies as an audit committee financial expert, meets all attendance requirements, and the company's strong outperformance of the PSCI benchmark means the TSR trigger does not apply.
All nine director nominees pass the policy screens. The company's 3-year stock return of 175.2% outperforms the PSCI benchmark (the applicable ETF for small/mid-cap industrial machinery companies) by approximately 100 percentage points, far exceeding the 65-point threshold required to trigger a no vote under the strong-positive TSR tier. No overboarding, independence, attendance, or familial-proximity-to-management concerns were identified. Pamela Heminger joined in April 2025 and is exempt from the TSR trigger as a director within the 24-month new-director window. The vote is FOR all nine nominees.
CEO
Scott A. King
Total Comp
$2,187,652
Prior Support
N/A
CEO Scott King's total compensation of $2,187,652 is reasonable for a CEO at a $1.6 billion industrial manufacturing company, falling within the expected benchmark range for the title, sector, and market cap band. The pay structure is appropriately performance-oriented: the company uses a combination of performance stock awards (which vest based on operating income growth and working capital targets over a two-year period) and service-based restricted stock units, with base salary representing approximately 33% of total compensation — well below the 40% fixed-pay threshold that would raise a concern. The pay-for-performance check is also satisfied: Gorman-Rupp's 3-year stock return of 175.2% significantly outperforms the PSCI benchmark, meaning above-benchmark incentive pay would be fully justified by shareholder outcomes, and the company's disclosed clawback policy further supports governance quality.
Auditor
Ernst & Young LLP
Tenure
50 yrs
Audit Fees
$1,809,600
Non-Audit Fees
$10,000
Ernst & Young has served as Gorman-Rupp's auditor for over 50 years, which far exceeds the 25-year tenure threshold in the voting policy that raises independence concerns. The non-audit fee ratio is very low (audit-related fees of $10,000 represent less than 1% of audit fees of $1,809,600), so there is no fee-ratio concern. However, the proxy does not provide a specific and compelling rationale for continuing the engagement despite the extraordinarily long tenure — the only disclosure is that E&Y has served 'continuously for over fifty years,' with no discussion of audit quality metrics, recent lead partner rotation details, or a multi-year rotation plan that would satisfy the policy exception. On the basis of tenure alone, the vote is AGAINST.
The 2026 Gorman-Rupp annual meeting covers three proposals: director elections, Say on Pay, and auditor ratification. The vote is FOR all nine directors and FOR Say on Pay, as the company's exceptional 3-year stock performance and reasonable, performance-linked compensation structure pass all policy screens; however, the vote is AGAINST auditor ratification solely due to Ernst & Young's tenure of over 50 years, which far exceeds the 25-year threshold and is unsupported by any specific rationale in the proxy for continued engagement.
