Gorman-Rupp Company (GRC) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on April 23, 2026, with shareholders able to vote online, by phone, or by mail.

• Shareholders will vote on electing nine directors, approving executive compensation on an advisory basis, and ratifying Ernst & Young LLP as the independent auditor.

• The record date for voting is February 23, 2026, with 26,312,842 common shares outstanding, each entitled to one vote.

• A quorum requires at least 50% of voting power to be present in person or by proxy.

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors for a one-year term; plurality of votes cast determines election.

• Proposal 2: Advisory vote to approve executive compensation; requires majority of votes cast.

• Proposal 3: Ratify Ernst & Young LLP as independent auditor for 2026; requires majority of votes cast.

• Other business may be conducted if properly brought before the meeting.

Board of directors and corporate governance

• Board consists of nine members, seven of whom are independent; four new directors since 2020.

• Board committees: Audit, Compensation, and Governance/Nominating, all comprised of independent directors.

• Annual board and committee self-evaluations are conducted.

• Lead Independent Director coordinates activities of independent directors and presides over executive sessions.

• Corporate Governance Guidelines and Code of Ethics are reviewed annually.