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) May 4, 2010

Gardner Denver, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13215	76-0419383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1800 Gardner Expressway Quincy, Illinois	62305
(Address of principal executive offices)	(Zip Code)

(217) 222-5400

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers.

     The Board of Directors (the “Board”) of Gardner Denver, Inc. (the “Company”) previously approved, upon the recommendation of the Compensation Committee of the Board (the “Compensation Committee”) and subject to approval by the Company’s stockholders, a new executive annual bonus plan (the “Executive Annual Bonus Plan”), effective January 1, 2011. As described below under Item 5.07 of this Current Report on Form 8-K, at the Company’s 2010 Annual Meeting of Stockholders held on May 4, 2010 (the “2010 Annual Meeting”), the Company’s stockholders approved the Executive Annual Bonus Plan.

     Participation in the Executive Annual Bonus Plan is limited to the Company’s senior executive officers, which includes the Company’s Chairman, Chief Executive Officer, President, any Executive Vice President, any Senior Vice President, any senior officer reporting directly to the Chief Executive Officer and any other Vice President or senior executive or officer designated by the Chief Executive Officer. Awards under the Executive Annual Bonus Plan will be paid in cash pursuant to the achievement of one or more of the performance goals set forth in the Executive Annual Bonus Plan. The performance goals will include a threshold level of performance below which no award will be payable and a maximum award opportunity for each participant.

     The forgoing description of the Executive Annual Bonus Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Annual Bonus Plan, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

     At the 2010 Annual Meeting, Proposals 1, 2 and 3 were approved by the Company’s stockholders and stockholder Proposal 4 was not approved by the Company’s stockholders. The proposals are described in detail in the proxy statement filed by the Company with the Securities Exchange Commission on March 17, 2010. At the 2010 Annual Meeting, the holders of 48,538,351 shares of the Company’s common stock, which represents approximately 92.49 percent of the shares of the Company’s common stock outstanding and entitled to vote as of the record date of March 5, 2010, were represented in person or by proxy. The voting results of the 2010 Annual Meeting are set forth below.

Proposal 1 — Election of Directors — The Company’s stockholders elected Frank J. Hansen, Diane K. Schumacher and Charles L. Szews to serve as directors of the Company for a three-year term expiring in 2013. The voting results for each of these individuals were as follows:

Director	Votes For		Votes Withheld		Broker Non-Votes
Frank J. Hansen		45,917,130		866,205		1,755,016
Diane K. Schumacher		46,392,300		391,035		1,755,016
Charles L. Szews		46,496,669		286,666		1,755,016

Proposal 2 — Ratification of the Company’s Independent Registered Public Accounting Firm — The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2010 fiscal year. The voting results were 47,097,971 shares “FOR,” 1,420,300 shares “AGAINST,” and 20,080 abstentions.

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Proposal 3 — Approval of the Company’s Executive Annual Bonus Plan — The Company’s stockholders approved the Company’s Executive Annual Bonus Plan. The voting results were 46,695,873 shares “FOR,” 1,726,783 shares “AGAINST,” and 115,695 abstentions.

Proposal 4 — Stockholder Proposal — The Company’s stockholders did not approve the stockholder proposal requesting that the Company amend its written equal employment opportunity policy to explicitly prohibit discrimination based on sexual orientation and gender identity and substantially implement the policy. The voting results were 21,438,679 shares “FOR,” 22,211,518 shares “AGAINST,” 3,133,138 abstentions, and 1,755,016 broker non-votes.

Item 7.01 Regulation FD Disclosure.

     On May 4, 2010, the Company issued a press release (the “Press Release”) announcing that the Board declared a quarterly cash dividend of $0.05 per share, payable on June 4, 2010, to stockholders of record as of May 18, 2010. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

     From time to time, senior management of the Company meets with current and potential investors and business analysts. The Company intends to use the presentation attached to this Current Report on Form 8-K at these meetings over the next several months. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference. The presentation is also available on the “Investors” section of the Company’s website at www.gardnerdenver.com, although the Company reserves the right to discontinue its availability at any time.

     The information furnished in this Current Report on Form 8-K, including Exhibit 99.1 and Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1	Gardner Denver, Inc. Executive Annual Bonus Plan (filed as Appendix A to Gardner Denver’s proxy statement on Schedule 14A relating to the 2010 Annual Meeting, filed on March 17, 2010, and incorporated herein by reference)
99.1	Gardner Denver Press Release dated May 4, 2010
99.2	Gardner Denver Presentation dated May 2010

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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 thereunto duly authorized.

	GARDNER DENVER, INC.
Date: May 7, 2010	By:	/s/ Brent A. Walters
		Brent A. Walters
		Vice President, General Counsel, Chief Compliance Officer & Secretary

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EXHIBIT INDEX

Exhibit No.		Description
	10.1	Gardner Denver, Inc. Executive Annual Bonus Plan (filed as Appendix A to Gardner Denver’s proxy statement on Schedule 14A relating to the 2010 Annual Meeting, filed on March 17, 2010, and incorporated herein by reference)
	99.1	Gardner Denver Press Release dated May 4, 2010
	99.2	Gardner Denver Presentation dated May 2010

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE
May 4, 2010  
Contact:     
Helen W. Cornell
Executive Vice President, Finance and CFO
(217) 228-8209

GARDNER DENVER, INC. DECLARES QUARTERLY CASH DIVIDEND

QUINCY, IL — May 4, 2010 — Gardner Denver, Inc. (NYSE: GDI) announced today that its Board of Directors declared a quarterly dividend of $0.05 per share, payable on June 4, 2010, to stockholders of record as of May 18, 2010.

Gardner Denver, Inc., with 2009 revenues of approximately $1.8 billion, is a leading worldwide manufacturer of highly engineered products, including compressors, liquid ring pumps and blowers for various industrial, medical, environmental, transportation and process applications, pumps used in the petroleum and industrial market segments and other fluid transfer equipment, such as loading arms and dry break couplers, serving chemical, petroleum and food industries. Gardner Denver’s news releases are available by visiting the Investors section on the Company’s website (www.GardnerDenver.com).

Cautionary Statement Regarding Forward-Looking Statements

All of the statements in this release, other than historical facts, are forward-looking statements made in reliance upon the safe harbor of the Private Securities Litigation Reform Act of 1995, including, without limitation, the statements made concerning the Company’s intent to pay an annual cash dividend and the Company’s financial ability and sources to fund the dividend program. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. Such forward-looking statements are subject to uncertainties and factors relating to the Company’s operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. The Board’s expectation that dividends will continue to be paid on a quarterly basis assumes that the Company’s financial condition will permit the payment under Delaware law; that its operations will continue to generate sufficient cash flow to warrant the payment of a dividend and that market conditions and applicable laws and regulations make payment of a dividend appropriate. Any future dividend payments will depend upon the judgment of the Board, based upon the best interests of the Company, its stockholders and other constituents, and will be made only at the Board’s discretion. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are set forth under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2009. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.

# # #

EX-99.2

Exhibit 99.2

Investor Presentation May 2010 The Gardner Denver Way

All of the statements made by Gardner Denver in this presentation or made orally in connection with it, other than historical facts, are forward- looking statements. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties, and other factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties, and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: changing economic conditions; pricing of the Company's products and other competitive market pressures; the costs and availability of raw materials; fluctuations in foreign currency rates and energy prices; risks associated with the Company's current and future litigation; and the other risks detailed from time to time in the Company's SEC filings, including but not limited to, its annual report on Form 10-K for the fiscal year ending December 31, 2009, and its quarterly reports on Form 10-Q. These statements reflect the current views and assumptions of management with respect to future events. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future. The inclusion of any statement in this presentation does not constitute admission by the Company or any other person that the events or circumstances described in such statement are material. Safe Harbor Disclosure

A G E N D A Building The New Gardner Denver Transforming the Company Operational Excellence 1 Execution Update Execution Update 2 3 Future Growth

Gardner Denver Today 2009 Revenues $1.8 B % of revenues outside U.S. > 67% Global ranking in major products #1 or #2 Manufacturing facilities worldwide 40 Market capitalization $2.6 B

IN THE PAST Successful Acquisition-Driven Growth Strategy... (Actual Revenues $M) 99 00 01 02 03 04 05 06 07 08 09 United States 232.7 272.2 291.9 264.5 253.6 327.6 495.3 695.2 764.967 747.934 574.249 Europe 49.6 53.9 65.5 85.7 97.2 237.8 418.2 601.8 669.385 771.315 687.686 Asia 6.9 13.7 14.1 26 40 93.1 167.3 191.8 246.218 285.159 287.383 Other 37.9 39.6 48.3 42 48.7 81.1 133.8 180.4 188.274 213.924 213.924 Other Asia Europe US

United States Europe Asia Canada Latin America Other 574.249 687.686 287.383 45.056 75.535 108.236 Built a Well-Diversified Business Industrial Manufacturing Downstream Energy Upstream Energy Transportation Medical Mining and Construction Chemical Food and Beverage Environment Printing Paper Other 0.28 0.14 0.1 0.09 0.08 0.05 0.05 0.05 0.03 0.02 0.02 0.09 Revenues By Industries Served (2) Revenues By Geography (2) No customer >3% of revenues United States 32% Europe 39% Asia 16% Canada 3% Latin America 4% Other 6% (2) See note on slide 33 Industrial Manufacturing 28% Downstream Energy 14% Upstream Energy 10% Transportation 9% Medical 8% Mining and Construction 5% Chemical 5% Environment 3% Food and Beverage 5% Printing 2% Paper 2% Other 9%

Economic Indicator Outlook Today Market Outlook Snapshot U.S. Industrial Production E.U. Industrial Production Oil and Gas China growth OEM applications Stable to positive Stable to positive Well servicing demand improving; drilling pump demand opportunistic Positive Improving Six months ago

REALIGNED OPERATIONS IN 2009: Two Focused Operating Segments Industrial Products Group 58% of revenues Engineered Products Group Segment Key Products Top Industries Served Compressors (>50 psi) Blowers (<50 psi, vacuum) Manufacturing Transportation Mining / Construction Energy Reciprocating pumps Liquid ring pumps Loading arms OEM compressors and pumps Energy Manufacturing Medical Chemical 42% revenues Revenues for twelve months ending December 31, 2009

Conditions Right for a Transformation Last 10 years primary focus on external growth 22 acquisitions Significant integration, rationalization and margin expansion opportunities New CEO in 2008 Expertise in operational excellence Economic slowdown Added impetus Conditions right for transformation

A NEW WAY FORWARD The Gardner Denver Way From a good company... .... To a great company CUSTOMERS SHAREHOLDERS EMPLOYEES Innovative High Velocity VALUE COMMITMENT RESOURCES

Our Vision for The New Gardner Denver Greater organic growth Operational excellence Improved profitability and cash flow Improved return on invested capital CUSTOMERS SHAREHOLDERS EMPLOYEES Innovative High Velocity VALUE COMMITMENT RESOURCES

A G E N D A Building The New Gardner Denver Transforming the Company The Gardner Denver Way 1 Execution Update Execution Update 2 Future Growth 3

Priorities to Transform Gardner Denver Improve margins Streamline global footprint Reduce material costs Improve productivity Expand Cash Flow Accelerate inventory turns to 7-8X Targeted capital spending Divest excess assets Underpinned by operational excellence The new Gardner Denver

#1 IMPROVE MARGINS Major Restructuring Projects Moving Forward Completed Through 1Q10 CompAir administration integration Salaried staff reductions Facility rationalizations - - Hanover, MD - - Louisville, KY - - Piqua, OH - - Tulsa, OK Assembly - - Gloucester, UK - - Puchheim, Germany - - Sheboygan, WI 12 SAP R/3 or Business One implementations - - Ocala, FL 2Q - 4Q 2010 Completion Administrative cost reductions - 15 SAP R/3 implementations - 7 SAP Business One implementations

Before After East 128500 67000 #1 IMPROVE MARGINS Case Study: Rationalization in Germany Merged Puchheim, Germany plant into Memmingen facility in 2009 Created efficient cells 108 manpower reduction 22% inventory reduction 48% reduction in manufacturing floor space (sq. ft.) Puchheim Memmingen

#1 IMPROVE MARGINS Delivering Significant Cost Savings Annual Savings Expected 2009 2010 Future years 2007 East 40 65 70 40 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Invested nearly $70M to realize these savings Reduced manpower by 2,100 or 25% since Sep-08

#1 IMPROVE MARGINS Increase Engineered Products Group Trough Margins 200 BPS Adjusted Operating Margins (1) Peak Trough New Trough Q110 East 0.245 0.13 0.15 0.16 Closed 3 facilities Reduced material costs Ongoing operational improvements Despite revenue decline of 20-25% (1) See note on slide 33

#1 IMPROVE MARGINS Expand Margins in Industrial Products Group Adjusted Operating Margins (1) 2007* 2008* 1H09 2H09 Q110 2014 Goal East 0.103 0.088 0.02 0.074 0.083 0.14 Goal: "14 x 14" Integrated CompAir Closed 5 facilities Reduced material costs Ongoing operational improvements * Results pro forma for CompAir acquisition (1) See note on slide 33

#2 EXPAND CASH FLOW Strong Balance Sheet and Growing Free Cash Flow Excellent liquidity $113M cash $295M unused credit Debt to total capitalization of 24.5% Credit rating of BB/Ba2 Strong Balance Sheet (March 31, 2010) Growing Free Cash Flow * Capex 2004 2005 2006 2007 2008 2009 East 20 36 41 48 41 43 West 76 115 167 182 277 211.311 North 45.9 46.9 45 43.9 Free cash flow $M Cash Flow Free cash flow $144M LTM through 1Q10 Free cash flow nearly 70% net income (3) 1Q10 and >140% LTM * Free cash flow is defined as "cash flow provided by operating activities, less capital expenditures." (3) See note on slide 33

IN SUMMARY Gardner Denver Remains Solidly Profitable .... Despite Economic Headwinds 2008 2009 East 1000 800 Revenues ($) 2008 2009 East 3.54 2.4 Adjusted DEPS (1) ($) Transformation will lead to new peak earnings $1.8B (1) See note on slide 33

A G E N D A Building The New Gardner Denver Transforming the Company The Gardner Denver Way 1 Future Growth Execution Update Future Growth 3 Execution Update 2

Powerful New Culture Will Drive Growth Product focus Medium innovation Primary growth Acquisitions Top down culture Profitable Customer focus High innovation Balanced growth Organic and acquisitions Inclusive culture Highly profitable Past Present

Five Point Growth Strategy 5. Margin improvement 4. Selective acquisitions 3. Innovative products 2. Aftermarket growth 1. Organic growth

A CLOSER LOOK AT GROWTH INITIATIVES Innovative Products: Quantima Case Study Product CompAir Quantima Compressor Innovations No gear box, no oil, no mechanical bearings, no friction The customer Murray Goulburn Co-operative Co. Ltd. Results Energy use a 35% Service cost a 64% Annualized savings of 187K AUD in energy and maintenance costs CO2 emissions a 2,577 metric tons annually

A CLOSER LOOK AT GROWTH INITIATIVES Growth Potential in Aftermarket Broaden direct service capabilities Enhance product offering Design in proprietary features Higher margin revenue growth Sales Sales Today 78 22 25-30% Aftermarket Today Sales Sales Today 60 40 40-45% Aftermarket Future (% of total sales)

A CLOSER LOOK AT GROWTH INITIATIVES After Market Growth: Vacuum Pumps Case Study Existing Product Nash CL has a large installed base Recognized reliability Product design leads to durability in harsh environments Requires a constant flow of liquid to operate ECO-FLOTM Technology Developed New, innovative, upgraded internal design Reduces customers' costs and environmental impact Up to 50% less liquid usage Opportunity Potential to retrofit 20,000 CL pumps installed globally

RESULTS WE EXPECT Driving >$120M Operating Margin Expansion With Zero Top Line Growth Industrial Products Group Adjusted Operating Margin (1) 1H 2009 Goal 2014 East 2 2 6 10 14 4 4 4 Restructuring Productivity Sourcing "14 by 14" Impact Adds $120-$125 million to operating income Adds $1.62-$1.68 to DEPS 2.0% 1/3 1/3 1/3 14% See slide 34 for additional information

Gardner Denver 3-5 years out Higher margins in both segments Aftermarket growth reduces revenue cyclicality Expanded share in target markets served Inventory turns improve 2-3 times Higher ROIC Balanced growth - organic and acquisitions

Quality improvements Extended service contracts Shorter lead times Share gains Low cost sourcing Employee development Reduced cyclicality ERP implementation Modified distribution model Penetrate key market segments Proprietary aftermarket Lean principles Customer-driven innovation Retrofit products Process improvements Wide Range of Growth Initiatives Underway

Lean principles ERP implementation Proprietary aftermarket Employee development Low cost sourcing Penetrate key market segments Quality improvements Share gains Modified distribution model Extended service contracts Customer-driven innovation Shorter lead times Retrofit products Process improvements Building The New Gardner Denver

Why Invest in Gardner Denver Leading position in served market segments Multi-year profit improvement program underway Delivering > $120 M margin improvements with zero top line growth Building a new, high performance company

Investor Presentation May 2010 The Gardner Denver Way

Presentation Notes Note 1: Adjusted Operating Income, Adjusted Operating Margins, Adjusted Net Income and Adjusted DEPS are financial measures that are not in accordance with US GAAP. Adjusted Operating Income, Adjusted Operating Margins and Adjusted DEPS excludes the net impact of expenses incurred for profit improvement initiatives, non- recurring items and impairment charges. Free cash flow adjusted net income is net income excluding non-cash impairment charges, net of related changes in deferred tax assets and liabilities. Gardner Denver believes the non-GAAP financial measure of Adjusted Operating Income, Adjusted Operating Margins, Adjusted Net Income and Adjusted DEPS provide important supplemental information to both management and investors regarding financial and business trends used in assessing its results of operations. Gardner Denver believes excluding the specified items from the aforementioned financial measures provides a more meaningful comparison to the corresponding reported periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed by investors and research analysts, provides management with a more relevant measurement of operating performance, and is more useful in assessing management performance. Note 2: Company estimates Note 3: Excludes impairment and related tax items Gardner Denver, Nash, CompAir and Quantima, and their related designs and logotypes, are trademarks and servicemarks of Gardner Denver, Inc. and its subsidiaries

Significant Operating Margin Improvement Opportunities The Company's long-term target of 14.0 percent operating margin in the IPG segment has the potential to yield approximately $1.63 in additional DEPS ($ in millions, except per share data) GDI Industrial Products Group 1H 2009 annualized segment revenues $1,017 1H 2009 annualized segment adjusted operating income (1) $20 As a percent of revenues (adjusted operating margin (1)) 2.0% Target IPG segment operating margin 14.0% Target IPG segment operating income, based on 2009 annualized revenues $142 Incremental operating income $122 Incremental after-tax earnings $85 Average Diluted Shares Outstanding on June 30, 2009 52.0 million Incremental DEPS impact of segment operating margin improvement to target $1.63 (1) See note on slide 33