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) November 17, 2011

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.)

1500 Liberty Ridge Drive, Suite 3000 Wayne, PA	19087
(Address of principal executive offices)	(Zip Code)

(610) 249-2000

(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 7.01  Regulation FD Disclosure.

On November 21, 2011, Gardner Denver, Inc. (the “Company”) issued a press release (the “Press Release”) announcing that on November 17, 2011 its Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on December 20, 2011, to stockholders of record as of December 2, 2011.  The Press Release also announced that the Board of Directors approved the Stock Repurchase Program described in Item 8.01 below.  A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information furnished in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities 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 8.01  Other Events.

On November 17, 2011 the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 1,300,000 shares of its common stock (plus an additional amount to offset any dilution resulting from equity grants under the Company’s existing equity incentive plans) in the open market or through privately negotiated transactions (the “Stock Repurchase Program”).  The Stock Repurchase Program is in addition to the Company’s existing stock repurchase program announced in November 2008, pursuant to which, as of November 21, 2011, approximately 332,000shares of its common stock remain available for repurchase.

All common stock acquired will be held as treasury stock and will be available for general corporate purposes.  All stock repurchases will be made in compliance with applicable legal requirements and the timing of the repurchases and the number of shares repurchased at any given time will depend upon market conditions, compliance with Securities and Exchange Commission regulations and other factors.

The Board of Director’s approval of the Stock Repurchase Program does not obligate the Company to repurchase a specific amount of common stock.  Repurchases under the Stock Repurchase Program, if any, may be made at such times and in such amounts as the Company deems appropriate.  The Stock Repurchase Program may be amended, modified, suspended or discontinued at any time.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.                                Description

99.1                      Gardner Denver, Inc. Press Release dated November 21, 2011

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: November 21, 2011	By:	/s/ Brent A. Walters
		Brent A. Walters
		Vice President, General Counsel, Chief Compliance Officer & Secretary

EXHIBIT INDEX

Exhibit No.                                Description

99.1                      Gardner Denver, Inc. Press Release dated November 21, 2011

EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

November 21, 2011                                                                                                                                                                                                            Contact:  Michael M. Larsen

                                                                                                                                                                                                                                                 Vice President and CFO

                                                                                                                                                                                                                                                 (610) 249-2002

Gardner Denver Declares Quarterly Dividend and Increases Share Repurchase Authorization

WAYNE, Pa., November 21, 2011 -- On November 17, 2011 the Board of Directors of Gardner Denver, Inc. (NYSE: GDI) declared a regular quarterly dividend of five cents per share for the fourth quarter of 2011.  The fourth quarter dividend is payable December 20, 2011, to shareholders of record as of December 2, 2011.

In addition, the Company announced that on November 17, 2011 its Board of Directors has increased the authorized level for repurchases of its common stock by 1.3 million shares, or approximately $100 million, plus an additional amount to offset any future dilution resulting from equity grants under the Company’s benefit plans.  This increased authorization will be added to the approximately 332,000 shares, or approximately $26 million, that remains available from an existing authorization approved by the Board of Directors in November 2008.  The timing and amount of repurchases will vary based upon market conditions, corporate requirements, and other factors.  All common stock acquired will be held as treasury stock and will be available for general corporate purposes.

Barry L. Pennypacker, Gardner Denver’s President and Chief Executive Officer stated, "With this increased authorization, Gardner Denver’s strategy of making opportunistic purchases of its common stock while focusing on selective acquisitions and organic growth initiatives remains unchanged.  Stock repurchases will remain a relatively modest use of our strong free cash flow."

Corporate Profile

Gardner Denver, Inc., with 2010 revenues of approximately $1.9 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).

Forward-Looking Statements

Any 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.  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. Any 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.  In addition, the share repurchase program may be affected by a number of factors including market conditions, the market price of the Company’s stock, general business conditions and alternative needs and uses of the Company’s cash resources.  Further risks that could cause actual results to differ materially from those matters expressed in or implied by forward-looking statements are set forth under “Risk Factors” in the Company’s Form 10-K for the fiscal year ended December 31, 2010, and its subsequent quarterly reports on Form 10-Q.  The Company does not undertake, and hereby disclaims, any duty to update forward-looking statements, although its situation and circumstances may change in the future.

# # #