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 1, 2012

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):

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

Amendment of Material Compensatory Plan

The Company held its 2011 Annual Meeting of Shareholders on May 1, 2012 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved an amendment and restatement to the Gardner Denver, Inc. Long-Term Incentive Plan (as amended and restated, the “Incentive Plan”). The Incentive Plan, among other things, increases the maximum number of shares of the Company’s common stock available for issuance under the Incentive Plan by 2,250,000 to 12,250,000; extends the termination date from December 31, 2012 to December 31, 2017; eliminates tandem stock appreciate rights (“SARs”) and limits free-standing SARs to ten years; clarifies that dividend equivalents may not be paid or accrue on “unearned” performance shares; clarifies that repricing of stock options or SARs is not permitted (except in connection with specified corporate transactions involving the Company) without shareholder approval; revises the limit on the maximum payout for long-term cash bonus awards and makes employees eligible to receive long-term cash bonuses; expands the list of business criteria applicable for performance based awards; provides more flexibility in the terms of director awards; provides for 90 days to exercise an option after termination (unless terminated for cause); clarifies that shares withheld for taxes and shares tendered as payment of an option price will be added back to the Incentive Plan as available shares; removes the 50% of Incentive Plan shares limit on restricted stock and RSUs; clarifies that authority may be delegated to our Chief Executive Officer to make awards (other than to nonemployee directors or employees subject to reporting requirements under Section 16 of the Exchange Act); and clarifies other provisions and limits in the Incentive Plan.

The Incentive Plan had been previously approved, subject to shareholder approval, by the Board of Directors of the Company. A summary of the Incentive Plan is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2012 (the “Proxy Statement”). That summary and the foregoing description of the Incentive Plan are qualified in their entirety by reference to the text of the Incentive Plan, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

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

At the Annual Meeting, the Company’s shareholders voted on each of the below proposals, which are described in detail in the Proxy Statement. The final voting results of the Annual Meeting are set forth below.

Proposal 1 — Election of Directors — The Company’s shareholders elected each of Michael C. Arnold, Barry L. Pennypacker, and Richard L. Thompson to serve as a director of the Company for a three-year term expiring in 2015. The voting results for each of these individuals were as follows:

Director	VOTES FOR		VOTES WITHHELD		BROKER NON-VOTES
Michael C. Arnold		43,548,384		1,435,762		1,570,435
Barry L. Pennypacker		43,099,202		1,884,944		1,570,435
Richard L. Thompson		42,916,731		2,067,415		1,570,435

Proposal 2 — Ratification of Independent Registered Public Accounting Firm — The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012. The voting results were 46,307,371 shares “FOR,” 174,975 shares “AGAINST,” and 72,235 ABSTENTIONS.

Proposal 3 —Amendment and Restatement of the Long-Term Incentive Plan — The Company’s shareholders approved the amendment and restatement of the Gardner Denver, Inc. Long-Term Incentive Plan. As required by the rules of the New York Stock Exchange, the amendment and restatement of the long-term incentive plan received the vote of a majority of the votes cast on this proposal, and the total votes cast represented over 50% of all shares entitled to vote on this proposal. The voting results were 40,183,290 shares “FOR,” 2,754,012 shares “AGAINST,” 2,046,844 ABSTENTIONS, and 1,570,435 BROKER NON-VOTES.

Proposal 3 — Advisory Vote to Approve Executive Compensation — The Company’s shareholders approved, on an advisory basis, the Company’s executive compensation. The voting results were 39,792,820 shares “FOR,” 2,634,612 shares “AGAINST,” 2,556,714 ABSTENTIONS, and 1,570,435 BROKER NON-VOTES.

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Item 7.01. Regulation FD Disclosure.

Quarterly Cash Dividend and Share Repurchase Program

On May 2, 2012, the Company issued a press release (the “Press Release”) announcing that on May 1, 2012 its Board of Directors declared a quarterly cash dividend of $0.05 per share, payable on June 1, 2012, to shareholders of record as of May 17, 2012. The Press Release also announced that on May 1, 2012 the Company’s Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to 1.6 million 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. The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K, and is also incorporated into this Item 7.01 by reference.

Investor Presentation

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

The information furnished in this Items 7.01, including Exhibits 99.1 and 99.2, 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 9.01. Financial Statements and Exhibits.

(d) Exhibits.

10.1	Gardner Denver, Inc. Long-Term Incentive Plan as Amended and Restated, filed as Appendix A to Gardner Denver, Inc.’s proxy statement on Schedule 14A relating to the 2012 Annual Meeting of Shareholders of Gardner Denver, Inc., filed on March 15, 2012, and incorporated herein by reference.
99.1	Gardner Denver, Inc. Press Release dated May 2, 2012
99.2	Gardner Denver, Inc. Investor Presentation dated May 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 thereunto duly authorized.

	GARDNER DENVER, INC.
Date: May 2, 2012	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. Long-Term Incentive Plan as Amended and Restated, filed as Appendix A to Gardner Denver, Inc.’s proxy statement on Schedule 14A relating to the 2012 Annual Meeting of Shareholders of Gardner Denver, Inc., filed on March 15, 2012, and incorporated herein by reference.
99.1	Gardner Denver, Inc. Press Release dated May 2, 2012
99.2	Gardner Denver, Inc. Investor Presentation dated May 2012

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

May 2, 2012	Contact:	Michael M. Larsen
		Vice President and CFO
		(610) 249-2002

Gardner Denver Declares Quarterly Dividend and Increases Share Repurchase Authorization

WAYNE, Pa., May 2, 2012 — On May 1, 2012, the Board of Directors of Gardner Denver, Inc. (NYSE: GDI) declared a regular quarterly dividend of five cents per share for the first quarter of 2012. The first quarter dividend is payable June 1, 2012, to shareholders of record as of May 17, 2012.

In addition, the Company announced that on May 1, 2012 its Board of Directors increased the authorized level for repurchases of its common stock by 1.6 million shares, or approximately $102 million, plus an additional amount to offset any future dilution resulting from equity grants under the Company’s benefit plans. The Company repurchased 1.064 million shares of its common stock in April 2012 and additionally has approximately 600,000 shares, or approximately $38 million, that remains available from an existing authorization approved by the Board of Directors in November 2011. 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 Gardner Denver’s strong balance sheet and approximately 2.2 million shares available for repurchase, our strategy of making opportunistic purchases of Gardner Denver common stock while focusing on selective acquisitions and organic growth initiatives remains unchanged.”

Corporate Profile

Gardner Denver, Inc., with 2011 revenues of approximately $2.4 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, 2011, 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.

# # #

EX-99.2

Exhibit 99.2

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Gardner Denver

Investor Presentation

May 2012

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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: pricing of the

Company’s products and other competitive market pressures; changing economic conditions; 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, 2011, 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 forwardlooking

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

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Gardner Denver

Overview

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Gardner Denver Overview

Early stages of transformation to a high quality,

high margin Industrial Company with Energy exposure

?Leading brands and technologies … strong distribution

?New, operationally focused team driving “The Gardner Denver Way”

?$2.4B global Company with diverse and attractive end markets

?Growing, profitable aftermarket opportunity

?Focused on superior cash and earnings growth

?Strong track record on analyzing and integrating acquisitions

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A global leader in compressed air and gas,

vacuum and fluid transfer technologies

We serve a wide range of industries with efficient & reliable products

Energy Medical Mining Transportation Food &

Beverage

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Two business segments aligned to effectively

serve our customers

Engineered Products

Group

Industrial Products

Group

2011 Sales by segment

~$1.3~$1.1B B

Great portfolio of brands and businesses

??Petroleum pumps

??Liquid ring pumps

??Loading arms

??OEM compressors

??Compressors (>50psi)

??Blowers (<50psi)

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Well established sales channels

Distribution

9%

Direct

60%

OEM

31%

Engineered Products

Group(1)

Industrial Products

Group(1)

Distribution

42%

Direct

39%

OEM

19%

Products designed for customer

specific applications

Primarily standard configuration

products

(1) Company estimates (see note on p. 30)

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Highly diversified and global

End Markets Geographic

2011 Revenue by End User

Canada 3%

United States 39%

Latin America 3%

Europe 31%

Other 7%

Asia 17%

2011 Revenue by Geography

Visibility to a large cross section of global economy

Industrial

Manufacturing

(28%)

Upstream

Energy

(19%)

Downstream

Energy

(8%)

Medical/

Laboratory

(7%)

Transportation

(8%)

Food &

Beverage (5%)

Mining &

Construction

(4%)

Chemical (5%)

Environment (3%)

Printing (2%)

Auto Svcs (2%)

Paper (2%)

Other

(7%)

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Exposed to multiple phases of the

economic cycle

Early Cycle

(1-18 months)

Late Cycle

(36+ months)

Mid Cycle

(18-36 months)

??Engineered packages

??Infrastructure projects

??Industrial air compressor??OEM s

??Aftermarket

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Prepared for economic volatility

Announced global restructuring program in April 2012

Strong track record on cost reductions since 2008

Headcount

(23)% reduction /

2,700 employees

Footprint

Closed 8 plants

One ERP

71%

+ 450 bps

Operating

Margins

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Growth Strategy

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• Strengthen presence in attractive

end markets & emerging markets

4. Selective acquisitions

• Access to faster growing end

markets and generate synergies

Strategy Focus

2. Aftermarket growth • Higher margin, less cyclical

5. Margin expansion • Cost reductions and operational excellence

3. Innovative products

• Expand share with differentiated

technologies

Simple, focused 5-point strategy

Execution supported by the principles of

the Gardner Denver Way

1. Organic growth

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’11

$670

Organic growth

Keys to organic growth

• Leading brands & technologies

Orders

• Diverse end markets … strong

distribution channels

‘10

$553

Backlog

’11

$2,474

‘10

$2,062

‘09

$1,570

‘09

$395

• Growing emerging markets presence

• Higher growth end markets

• Aftermarket

($’s in millions)

1Q’12

$755

1Q’12

$680

Expect moderating growth rates in 2012

+11%

+17%

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Build out the aftermarket

Key growth drivers

• Large installed base

Aftermarket as % of sales

• Opportunity in pressure pumping repair

and fluid ends

‘10

31%

‘09

29%

‘08

26%

• Remote monitoring capabilities

• Design in proprietary features

Goal

40-45%

• Extended warranty and service

agreements

‘11

32%

Higher margin, less cyclical growth

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A more innovative Company

??Voice of customer differentiates products from competition

??Value proposition based on customer needs

??2011 product launches across multiple divisions demonstrate progress

PZ-2400 Drilling PumHoffman Revolution p Quantima Compressor

Goal: ~10% of annual revenues from new products

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24 acquisitions over 15 years

Strong track record on analyzing & integrating acquisitions

1996 2011

Engineered Products

Group

Industrial Products

Group

TCM

Twentieth Century Mfg.

Water Jetting

• Butterworth

• CRS Power Flow

• Jetting Systems

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IPG Margin Expansion

1Q09 1Q10

2.0%

2Q09 3Q09 4Q09

Track record of Margin Expansion(2)

2Q10 2Q13Q10 4Q10 1Q11 1 3Q11

2.5%

6.8%

7.5%

8.3%

8.6% 9.4% 10.1%11.3% 11.7%13.1%

Goal

14%

Committed to 14% operating earnings by 2014:

Restructuring … 27% reduction in employment since Oct ’08, new 2012 program

Productivity investments … 8 fewer facilities, Lean, Capex / machine tools, SAP

Low Cost Country Sourcing … “just getting started”

1

2

3

“14 x 14”

(2) Adjusted Operating Margin (see note on p. 30)

2012

Restructuring

4Q11

11.6%

1Q12

11.0%

Committed to continued margin expansion

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EPG Margin Expansion

1Q09 1Q10

19.5%

2Q09 3Q09 4Q09

EPG Margin Expansion(2)

2Q10 2Q13Q10 4Q10 1Q11 1 3Q11

19.7%

17.8%

20.9%

16.0%

19.5% 19.7%

24.0%

22.9%

23.3%23.6%

+50 bps of margin expansion annually w/ no volume growth:

Restructuring … reduced employment by 15% since ’08 with 15% increase in revenue

Productivity investments … Lean, Capex / capacity, enhanced project mgmt

Low Cost Country Sourcing … some progress made, but more opportunities

1

2

3

+50 bps

“New”

Peak

~28.5%

(2) Adjusted Operating Margin (see note on p. 30)

4Q11 1Q12

24.9% 24.0%

Expanding already attractive operating margins

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FINANCIAL RESULTS

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2000

$379

$1,215

2005

$1,895

2010

Revenue

$3.28

2012005 0

$1.37

$0.60

2000 2000

$31

2005

$115

2010

$202

Cash Flow from

Operations

A decade of financial performance

17%

CAGR

Strong track record

19%

CAGR

21%

CAGR

($’s in millions)

DEPS

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$1.9B

2010

$2.4B

2011

Revenue

$5.51

2012010 1

$3.39

Adjusted

DEPS(2)

2010

$202M

2011

$300M

2011 financial results

25%

63%

1.1 x Net Income

A record year on key financial metrics

Cash Flow from

Operations

(2) Adjusted DEPS (see note on p. 30)

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Strong cash generation

2008

$237 $169

2009

$169

2010

Cash Flow

Disciplined capital deployment

FCF

CFOA

2011

$278

$211 $202

$300

$244

FCF

Conv.

143% N/M 98% 87%

($’s in millions)

Capital expenditures… organic growth

and productivity

Financial objectives… reduce debt,

strong balance sheet

Selective acquisitions… inorganic

investment to create value

Return to shareholders. dividend,

opportunistic buyback

1

2

3

4

Capital Deployment Strategy

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Internal long term operating goals

2011

progress

• Grow 2 x GDP

Operating goals 2011 Results

• Margin expansion

• FCF Conversion

• Increase ROIC

• Lean cost structure

+

+

+ /

+

+

• Revenue up 25%

• DEPS up 63%

• 87%.target 100%

• ROIC 18.3%

• 16.7% SG&A to sales

Good progress in 2011… more to do

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2012 earnings growth framework

Tailwinds:

+ Margin expansion “The Gardner Denver Way”

+ Orders momentum / EPG backlog

+ Aftermarket growth

+ Accretive M&A … Robuschi

+ Reduced share count / buyback program

+ Restructuring

Headwinds:

– Macro uncertainty incl. China, Europe

– Pressure pumping capex declining

– Tough comparisons to record 2011

‘11

$5.51

’12 Guidance

(2) Adjusted DEPS (see note on p. 30)

$5.60-5.80

Positioned to deliver in an uncertain environment

Adjusted DEPS(2)

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The Gardner Denver Way

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Aftermarket

growth

Innovative

products

Selective

acquisitions

Margin

expansion

Organic

growth

CUSTOMERS

Innovation

High Velocity

VALUE

COMMITMENT

RESOURCES

Strategy supported by The Gardner

Denver Way

SHAREHOLDERS EMPLOYEES

Execution requires superior human resources

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Building a high performance culture

Operationally

focused team

Policy

deployment

Operating

rhythms

Clear

accountability

Continuous

improvement

New, operationally focused management

team driving transformation

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Gardner Denver Summary

Early stages of transformation to a high quality,

high margin Industrial Company with Energy exposure

?Leading brands and technologies … strong distribution

?New, operationally focused team driving “The Gardner Denver Way”

?$2.4B global Company with diverse and attractive end markets

?Growing, profitable aftermarket opportunity

?Focused on superior cash and earnings growth

?Strong track record on analyzing & integrating acquisitions

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Gardner Denver

Investor Presentation

May, 2012

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Presentation notes

• Note 1: Company estimates

• Note 2: 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 exclude the impact of expenses incurred for profit

improvement initiatives, non-recurring items and impairment charges.

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 prior

year 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.

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