Gorman-Rupp Company (GRC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 24, 2025, with shareholders able to vote online, by phone, or by mail.

• Key proposals include electing nine directors, an advisory vote on executive compensation, and ratification of the external auditor.

• The board emphasizes long-term value creation, strong governance, and continued leadership transition.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors for one-year terms, approve executive compensation on an advisory basis, and ratify Ernst & Young LLP as auditor.

• Cumulative voting is permitted if requested in advance.

• No other shareholder proposals or business are anticipated at the meeting.

Board of directors and corporate governance

• The board consists of a majority of independent directors, with annual elections and a mandatory retirement age.

• M. Ann Harlan serves as Lead Independent Director, and the board conducts annual self-evaluations.

• Three standing committees (Audit, Compensation, Governance/Nominating) are composed entirely of independent directors.

• The roles of Chairman and CEO are separated to delineate responsibilities.