8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 26, 2012

THE GORMAN-RUPP COMPANY

(Exact name of registrant as specified in its charter)

Ohio	1-6747	34-0253990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
600 South Airport Road, Mansfield, Ohio		44903
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (419) 755-1011

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 26, 2012, The Gorman-Rupp Company issued a news release announcing its financial results for the first quarter ended March 31, 2012 and a declaration of a cash dividend in the amount of $0.10 per share on its Common Shares payable June 8, 2012 to shareholders of record May 15, 2012. This news release is included as Exhibit 99 and is being furnished, not filed, with the Current Report on Form 8-K.

5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of the shareholders of the Company was held on April 26, 2012 in Mansfield, Ohio (“Annual Meeting”). As of the record date, there were a total of 20,990,893 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 18,206,875 shares of Common Stock were represented in person or by proxy and a quorum was present. Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting and the final voting results on each such matter.

1. Fix the number of Directors of the Company at eight and elect eight Directors to hold office until the next annual meeting of shareholders and until their successors are elected and qualified. The voting results were as follows:

	For		Withheld		Broker Non-Votes
James C. Gorman		15,620,495		118,224		2,468,156
Jeffrey S. Gorman		15,628,408		110,311		2,468,156
M. Ann Harlan		15,537,599		201,120		2,468,156
Thomas E. Hoaglin		15,591,641		147,078		2,468,156
Christopher H. Lake		15,494,380		244,339		2,468,156
Dr. Peter B. Lake		15,588,007		150,712		2,468,156
Rick R. Taylor		15,641,838		96,881		2,468,156
W. Wayne Walston		15,526,015		212,704		2,468,156

2. Approve, on an advisory basis, the compensation of the Company’s named Executive Officers. The voting results were as follows:

For	Against	Abstain	Broker Non-Votes
13,574,362	235,275	1,929,082	2,468,156

3. Ratify the appointment by the Audit Review Committee of the Board of Directors of Ernst & Young LLP as independent registered public accountants for the Company during the year ending December 31, 2012. The voting results were as follows:

For	Against	Abstain
18,022,595	152,875	31,405

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Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit
(99)	News Release dated April 26, 2012

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

THE GORMAN-RUPP COMPANY
By	/s/ David P. Emmens
	David P. Emmens
	Corporate Counsel and Secretary

April 30, 2012

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EXHIBIT INDEX

Exhibit	Page
(99) News Release dated April 26, 2012	1

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EX-99

Exhibit 99

GORMAN-RUPP REPORTS RECORD SALES AND EARNINGS FOR THE

FIRST QUARTER 2012 AND DECLARES CASH DIVIDEND INCREASE

Mansfield, Ohio – April 26, 2012 – The Gorman-Rupp Company (NYSE Amex: GRC) reports record net sales and earnings for the first quarter 2012.

Net sales during the first quarter 2012 increased 22.3% to a record $102.8 million compared to $84.1 million during the same period in 2011. Net income increased 43.9% to a record $10.2 million compared to $7.1 million in the first quarter 2011. Earnings per share were $0.49 and $0.34 for the respective periods.

Increases in sales during the quarter were primarily in the construction, industrial, original equipment manufacturer (OEM) and agricultural markets, while municipal sales were flat largely due to decreased sales of pumps supplied for domestic flood control projects as compared to the first quarter of 2011. Domestic sales grew 24.6% and international sales grew 17.5% in the first quarter 2012 compared to the same period last year.

The increase in earnings during the quarter was due to improved operating leverage on record sales. As a percent of net sales, gross profit was 25.9% in the first quarter 2012, which represents a 50 basis-point increase from the first quarter 2011. Operating profit increased 210 basis-points during the first quarter 2012 to 14.8% of net sales compared to 12.7% during the same period last year.

Record shipments during the quarter, less intense demand for pumps in natural gas drilling applications and lower incoming orders for the municipal market resulted in a backlog of $139.1 million at March 31, 2012, a 1.4% decrease from a year ago and 10.5% lower than the backlog of $155.5 million at December 31, 2011.

Cash and short-term investments totaled $21.3 million and $10.0 million of bank debt was outstanding at March 31, 2012; this debt is expected to be repaid during 2012. Working capital increased 5.9% from December 31, 2011 to a record $111.2 million at March 31, 2012 primarily due to increased current accounts receivable as a result of the increase in net sales.

Jeffrey S. Gorman, President and CEO said, “We are off to a great start in 2012 with record quarterly revenue exceeding $100 million for the first time in Company history. We are equally pleased that our operations achieved record earnings by maintaining solid production and operating margins. We are however mindful of many significant global economic and political challenges that continue, and we have begun to experience some softening of incoming orders for pumps from the energy sector related to low natural gas prices and have seen few signs of returns to domestic commercial or residential construction and municipal infrastructure funding. The remainder of 2012 therefore is expected to be good but not at the record pace of this quarter.”

The Board of Directors of the Company has declared a quarterly cash dividend of $0.10 per share on the common stock of the Company, payable June 8, 2012, to shareholders of record on May 15, 2012. This marks the 249th consecutive quarterly dividend paid by The Gorman-Rupp Company and represents an 11.1% increase over the $0.09 dividend paid during the previous quarter.

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“The increased cash dividend returns added value to our shareholders from our continuing strong operating performance and reflects the strength of our cash flow and balance sheet,” said Jeffrey S. Gorman, President and CEO.

Safe Harbor Statement

In connection with the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, The Gorman-Rupp Company provides the following cautionary statement: This news release contains various forward-looking statements based on assumptions concerning The Gorman-Rupp Company’s operations, future results and prospects. These forward-looking statements are based on current expectations about important economic, political, and technological factors, among others, and are subject to risks and uncertainties, the absence of which could cause the actual results or events to differ materially from those set forth in or implied by the forward-looking statements and related assumptions. Such factors include, but are not limited to: (1) continuation of the current and projected future business environment; (2) stability of government laws and regulations, including taxes; and (3) the Company’s future cash flow and financial condition.

David P. Emmens

Corporate Secretary

The Gorman-Rupp Company

Telephone (419) 755-1477

NYSE Amex: GRC

For additional information, contact Wayne L. Knabel, Chief Financial Officer, Telephone (419) 755-1397.

The Gorman-Rupp Company designs, manufactures and sells pumps and related equipment (pumps and motor controls) for use in water, wastewater, construction, industrial, petroleum, original equipment, agriculture, fire protection, heating, ventilating and air conditioning (HVAC), military and other liquid handling applications.

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Exhibit 99

The Gorman-Rupp Company and Subsidiaries

Condensed Consolidated Statements of Income (Unaudited)

(in thousands of dollars, except per share data)

	Three Months Ended March 31,
	2012		2011
Net sales	$	102,825	$	84,074
Cost of products sold		76,151		62,688
Gross profit		26,674		21,386
Selling, general and administrative expenses		11,446		10,727
Operating income		15,228		10,659
Other income (expense)—net		154		(31	)
Income before income taxes		15,382		10,628
Income taxes		5,141		3,509
Net income	$	10,241	$	7,119
Earnings per share	$	0.49	$	0.34

The Gorman-Rupp Company and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands of dollars)

	Unaudited March 31, 2012		December 31, 2011
Assets
Cash and short-term investments	$	21,264	$	21,202
Accounts receivable—net		63,050		56,419
Inventories		77,630		73,193
Deferred income taxes and other current assets		5,173		5,058
Total current assets		167,117		155,872
Property, plant and equipment—net		116,162		114,349
Other assets		3,996		2,998
Goodwill and other intangible assets		25,262		25,481
Total assets	$	312,537	$	298,700
Liabilities and shareholders' equity
Accounts payable	$	18,269	$	15,679
Short-term debt		10,000		10,000
Accrued liabilities and expenses		27,671		25,194
Total current liabilities		55,940		50,873
Pension benefits		6,941		6,571
Postretirement benefits		22,898		22,705
Deferred and other income taxes		3,718		3,787
Total liabilities		89,497		83,936
Shareholders’ equity		223,040		214,764
Total liabilities and shareholders' equity	$	312,537	$	298,700
Shares outstanding		20,990,893		20,990,893

Shares outstanding and per share data reflect the 5 for 4 stock split effective June 10, 2011.

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