United States | | | | (1)Mansfield and Bellville, Ohio | | The original production plant, located on a 26 acre site, was built in 1917 and has been expanded on several occasions, the latest in 1973. During the fourth quarter 2009, all operations from this facility were relocated to a newly constructed facility near the Mansfield Lahm Airport. | | (2)Glendale, Arizona | | This facility, also situated on the foregoing 26 acre site, has been frequently expanded, most recently in 1994 and includes a modern testing facility.Vienna, Georgia | | (3)Toccoa, Georgia | | This facility is located on 3.4 acres adjacent to the Company’s 26 acre site. This facility comprised human resources and advertising operations for the Mansfield Division, and the Company’s training center. During the fourth quarter 2009, all operations from this facility were relocated to a newly constructed facility near the Mansfield Lahm Airport. | | (4)Olive Branch, Mississippi | | This facility was built in 1920 and is located on 3.4 acres adjacent to the Company’s 26 acre site. This facility was renovated in 1983. During the fourth quarter 2009, all operations from this facility were relocated to a newly constructed facility near the Mansfield Lahm Airport.Fresno, California | | (5)Royersford, Pennsylvania | | In 1997, the Company purchased 90 acres of undeveloped land near the Mansfield Lahm Airport for future expansion and consolidation of facilities for the Mansfield Division and the Corporate Office. In 1998, design work and site preparation began on the new consolidated facilities project. In 2000, the first phase of the manufacturing and warehousing facility was completed, and the machining, welding and fabrication operations of the Mansfield Division were relocated to this facility. Construction of the second phase began in the third quarter 2008. In the fourth quarter 2009, the second phase was completed, and most of the remaining operations of the Mansfield Division and the Corporate offices were relocated to this facility. | | (6)Lubbock, Texas | | This facility, which comprises the production operations of the Industries Division, is situated on an 8.5 acre site. The initial portion of this plant was built in 1953 and has been expanded on several occasions, most recently in 1973-74.Zolfo Springs, Florida | | (7)Other Countries | | This facility, which supports Patterson Pump Company, is situated on a 31 acre site. Between 1989 and 2000, the facility was expanded on several occasions, including the addition of a modern 400,000 gallon testing facility and office. | | (8) | | This facility, which is adjacent to the main plant, is operated by Patterson Pump Company and is utilized for light manufacturing and inventory warehousing purposes. | | (9) | | The plant in St. Thomas, Ontario is operated by Gorman-Rupp of Canada, Ltd. It is situated on an 11 acre site and has undergone a number of expansions since it was established in 1960, the latest being completed in 1998. | | (10) | | This leased manufacturing facility is occupied by Patterson Pump Ireland Limited and consists of 8,000 square feet of manufacturing space and 2,000 square feet of office space. The lease is for a 20 year term ending March 31, 2022, with certain lease termination options throughout the time period. |
6
PART I — CONTINUED
| | | ITEM 2. | | PROPERTIES — CONTINUED |
| | | | (11)St. Thomas, Ontario, Canada | | This facility supports the operations of American Machine and Tool Co., Inc. of Pennsylvania. It is located on a 3.25 acre site and has undergone a number of expansions since it was established in 1962. | | (12)County Westmeath, Ireland | | This facility also supports the operations of American Machine and Tool Co., Inc. of Pennsylvania. It is located on a 2.2 acre site and has undergone two expansions since it was established in 1982. Ten thousand square feet of this facility was leased to an unrelated company under a 60 month agreement which ended April 1, 2009. | | (13) | | The Oklahoma facility is located on 4.5 acres of land. Originally built in 1973, the facility was expanded four times between 1978 and 1991. In 1980, a contiguous parcel of two acres of undeveloped land was purchased for future needs. | | (14) | | This leased warehousing facility near Leeuwarden, The Netherlands is used by Gorman-Rupp Europe B.V. for storage of product, and by the Mansfield Division as a warehouse for distributing product principally to European customers. The ending date for the lease agreement is December 31, 2012. | | (15) | | This leased warehousing facility near Leeuwarden, The Netherlands is used by Gorman-Rupp Europe B.V. for office facilities, the assembly of pumps and the storage of product. The ending date for the lease agreement is December 31, 2012. | | (16) | | This leased warehousing facility in Culemborg, The Netherlands is used by Gorman-Rupp Europe B.V. for storage of product. The ending date for the lease agreement is December 31, 2012. | | (17) | | This leased warehousing facility in Culemborg, The Netherlands is used by Gorman-Rupp Europe B.V. for storage of product. The ending date for the lease agreement is July 31, 2012. | | (18) | | The Nevada facility consists of office and warehouse space. The Company utilizes 13,000 square feet of the facility, and 13,000 square feet is leased on a month to month basis to an unrelated party. | | (19) | | This leased warehousing facility is used by the Mansfield Division for distributing product principally to customers in Asia. The lease is on a month to month basis. |
Gorman-Rupp considers its plants, machinery and equipment to be well maintained, in good operating condition and adequate for the present uses and business requirements of the Company. 76
PART I — CONTINUED
| | | | ITEM 3. | | LEGAL PROCEEDINGS |
For more than ten years, numerous business entities in the pump and fluid-handling industries, as well as a multitude of companies in many other industries, have been targeted in a series of lawsuits in several jurisdictions by various individuals seeking redress to claimed injury as a result of the entities’ alleged use of asbestos in their products. The Company and two of its subsidiaries remain drawn into this mass-scaled litigation, typically as one of hundreds of co-defendants in a particular proceeding. (Theproceeding (the vast majority of these cases are against Patterson Pump Company.)Company). The allegations in the lawsuits involving the Company and/or its subsidiaries are vague, general and speculative, and most cases have not advanced beyond the early stage of discovery. In certain situations, the plaintiffs have voluntarily dismissed the Company and/or its subsidiaries from some of the lawsuits after the plaintiffs have acknowledged that there is no basis for their claims. In other situations, the Company and/or its subsidiaries have been dismissed from some of the lawsuits as a result of court rulings in favor of motions to dismiss and/or motions for summary judgment. In thirty-twoforty-three cases, the Company and/or its subsidiaries have entered into nominal economic settlements recommended and paid for by insurers, coupled with dismissal of the lawsuits. Insurers of the Company have engaged legal counsel to represent the Company and its subsidiaries and to protect their interests. In addition, the Company and/or its subsidiaries are parties in a small number of legal proceedings arising out of the ordinary course of business. Management does not currently believe that these proceedings, or the industry-wide asbestos litigation, will materially impact the Company’s results of operations, liquidity or financial condition. ************************ 87
EXECUTIVE OFFICERS OF THE REGISTRANT Pursuant to General Instruction G(3), the information regarding executive officers called for by Item 401 of Regulation S-K and by Item 9 of this Form 10-K is set forth below. | | | | | | | | | | | | | | | | Date | | | | | | | | | | | | | | Elected to | | Date Elected | | | Name | | Age | | Office | | Position | | Age | | Office | | to Position | | | | | | | | | | | | | | | | | | | | | | | | | James C. Gorman | | | 85 | | | Chairman | | | 1989 | | | | 86 | | | Chairman | | | 1989 | | | | | | | | | | | | | | | | | | | | | | | | | Jeffrey S. Gorman | | | 57 | | | President and Chief Executive Officer | | | 1998 | | | | 58 | | | President and Chief Executive Officer | | | 1998 | | | | | | | | | | | | | | | | | | | | | | | | | Wayne L. Knabel | | | 63 | | | Chief Financial Officer | | | 2009 | | | | 64 | | | Chief Financial Officer | | | 2009 | | | | | | | | | | | | | | | | | | | | | | | | | David P. Emmens | | | 61 | | | Corporate Counsel and Corporate Secretary | | | 2002 | | | | 62 | | | Corporate Counsel and Corporate Secretary | | | 2002 | |
Except as noted, each of the above-named officers has held his or her executive position with the Company for the past five years. Mr. J. C. Gorman served as the Company’s President from 1964 until 1989, and as Chief Executive Officer from 1964 until 1996. (HeHe has served as a Director of the Company continuously since 1946.) Mr. J. S. Gorman was elected President and Chief Executive Officer effective May 1, 1998, after having served as Senior Vice President since 1996. Mr. J. S. Gorman also held the position of General Manager of the Mansfield Division from 1989 through 2005. He served as Assistant General Manager from 1986 to 1988; and he held the office of Corporate Secretary from 1982 to 1990. (HeHe has served as a Director of the Company continuously since 1989.) Mr. Knabel was elected Chief Financial Officer effective May 1, 2009. Mr. Knabel previously served as Vice President Finance since May 1, 2008. Mr. Knabel joined the Company in March 2008. He previously served as Chief Financial Officer at Arthur Middleton Capital Holdings from 2003 to 2008, which manufactures and distributes over-the-counter nutraceuticals and performs direct marketing. Mr. Emmens joined the Company as Corporate Counsel in 1997, and was elected as Corporate Secretary in 2002. He served as Assistant Corporate Secretary from 1999 to 2002. Mr. J. S. Gorman is the son of Mr. J. C. Gorman. Mr. Christopher H. Lake, a Director of the Company, is the son of Dr. Peter B. Lake, also a Director. There are no other family relationships among any of the Executive Officers and Directors of the Company. 8
PART II | | | | ITEM 5. | | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Attention is directed to the section “Ranges of Stock Prices” and the data below pertaining to the shareholder information reported by the Transfer Agent and Registrar on page 34 in the Company’s 20092010 Annual Report to Shareholders, which is incorporated herein by this reference. Attention is also directed to the “Shareholder Return Performance Presentation” on page 34 in the Company’s 20092010 Annual Report to Shareholders, which is incorporated herein by this reference. 9
PART II — CONTINUED
| | | ITEM 5. | | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES — CONTINUED |
The Company did not repurchase any of its Common Shares during the fourth quarter of the period covered by this Form 10-K. | | | | ITEM 6. | | SELECTED FINANCIAL DATA |
Attention is directed to the section “Eleven Year Summary of Selected Financial Data” on pages 30 and 31 in the Company’s 20092010 Annual Report to Shareholders, which is incorporated herein by this reference. | | | | ITEM 7. | | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Attention is directed to the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 24 – 27,23-27, and to the section “Safe Harbor Statement” on page 35, in the Company’s 20092010 Annual Report to Shareholders, which are incorporated herein by this reference. | | | | ITEM 7A. | | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
Attention is directed to the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 24 – 27,23-27, and to the section “Safe Harbor Statement” on page 35, in the Company’s 20092010 Annual Report to Shareholders, which are incorporated herein by this reference. The Company’s foreign operations do not involve material market risks due to their small size, both individually and collectively. As indicated in paragraph 114 on page 25 referenced above, the Company has no material market risk exposures required to be reported by Item 305 of Regulation S-K. | | | | ITEM 8. | | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
Attention is directed to the Company’s consolidated financial statements, the notes thereto and the report of the independent registered public accounting firm thereon on pages 10 – 23,10-22, and to the section “Summary of Quarterly Results of Operations” on pages 30 and 31, in the Company’s 20092010 Annual Report to Shareholders, which are incorporated herein by this reference. | | | | ITEM 9. | | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |
The Company has not changed its independent public accountants and there have been no reportable disagreements with such accountants regarding accounting principles or practices or financial disclosure matters.None.
109
PART II — CONTINUED | | | | ITEM 9A. | | CONTROLS AND PROCEDURES |
Evaluation of Disclosure Controls and Procedures The Company maintains a set of disclosure controls and procedures designed to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. The Company’s disclosure controls and procedures are also designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act of 1934 is accumulated and communicated to the Company’s Management, including the principal executive officer and the principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. An evaluation was carried out under the supervision and with the participation of the Company’s Management, including the principal executive officer and the principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this report on Form 10-K. Based on that evaluation, the principal executive officer and the principal financial officer have concluded that the Company’sCompany's disclosure controls and procedures maintainedwere effective internal control over financial reporting as of December 31, 2009.2010. Management’s Report on Internal Control over Financial Reporting There were no material weaknesses identified at any Division or Subsidiary of the Company during 2009.2010. The 20092010 Report of Management on Internal Control over Financial Reporting and the related Report of Independent Registered Public Accounting Firm on Internal Control over Financial Reporting are incorporated herein by this reference from pages 28 and 29 of the Company’s 20092010 Annual Report to Shareholders. Changes in Internal Control over Financial Reporting There were no other changes in the Company’s disclosure controls and procedures that occurred during the most recentlast fiscal yearquarter that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. Subsequent to the date of the evaluation, there have been no significant changes in the Company’s disclosure controls and procedures that could significantly affect, the Company’s internal control over financial reporting. | | | | ITEM 9B. | | OTHER INFORMATION |
The Company has no information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this report on Form 10-K that has not otherwise been reported on a Form 8-K. 10
PART III | | | | ITEM 10. | | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
With respect to Directors, attention is directed to the sections “Election of Directors”, “Board of Directors and Directors’Board Committees” and “Audit Review Committee Report” in the Company’s definitive Notice of 20102011 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference. 11
PART III — CONTINUED
| | | ITEM 10. | | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE — CONTINUED |
With respect to executive officers,Executive Officers, attention is directed to Part I of this Form 10-K. The Company has adopted a Code of Ethics that applies to its President and Chief Executive Officer and Chief Financial Officer, (asas well as to all employees, officers and Directors).Directors. The Code of Ethics is set forth as an exhibit to this Form 10-K. In addition, the Code of Ethics is posted on the Company’s website accessible through its Internet address ofwww.gormanrupp.com(under the heading “Investor Relations” and the sub-heading “Corporate Governance”). | | | | ITEM 11. | | EXECUTIVE COMPENSATION |
Attention is directed to the sections “Board of Directors and Directors’Board Committees”, “Executive Compensation”, “Compensation Discussion and Analysis”, “Pension Benefits” and “Compensation Committee Report” in the Company’s definitive Notice of 20102011 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference. | | | | ITEM 12. | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
Attention is directed to the sections “Principal Shareholders”,section “Beneficial Ownership of Shares” and “Election of Directors” and “Shareholdings by Named Executive Officers” in the Company’s definitive Notice of 20102011 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which are incorporated herein by this reference. On May 22, 1997, the Company’s Board of Directors adopted a Non-Employee Directors’ Compensation Plan. This Plan became effective without shareholder approval and constitutes the Company’s only equity compensation plan. The Plan provides (originally through 2006) for share compensation for regular services performed by each of the Company’s non-employee Directors. In addition to cash compensation, non-employee Directors receive an automatic award of 500 Common Shares (from the Company’s treasury) on each July 1. On July 27, 2006, the Company’s Board of Directors adopted a resolution extending the Non-Employee Directors’ Compensation plan for an additional term until the earlier of (i) May 21, 2017, (ii) at such time as all of the Company’s Common Shares authorized for award under the Plan and registered under Form S-8 Registration Statement No. 333-30159 shall have been awarded and issued, (iii) at such time as the Company deregisters any Common Shares not issued under the foregoing Registration Statement, or (iv) at such time as the Plan is terminated by action of the Board of Directors. The number of Common Shares which may be awarded under the Plan cannot exceed 50,000, subject to certain conditions (e.g., stock splits, stock dividends). 12
PART III — CONTINUED
| | | ITEM 12. | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS — CONTINUED |
As of December 31, 2009, 37,0002010, 40,000 Common Shares had been issued to non-employee Directors and 35,08532,085 Common Shares remained available for future issuance. (6,875 Common Shares were added as a result of the 5 for 4 stock split effective September 10, 2004; 7,093 Common Shares were added as a result of the 5 for 4 stock split effective December 8, 2006; and 8,117 Common Shares were added as a result of the 5 for 4 stock split effective December 10, 2007). No options, warrants or rights are available for issuance under the Plan. Attention is directed to the section “Board of Directors and Directors’Board Committees” in the Company’s definitive Notice of 20102011 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference. 11
PART III — CONTINUED | | | | ITEM 12. | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS — CONTINUED |
EQUITY COMPENSATION PLAN INFORMATION | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Number of securities | | | | | | | Number of securities | | | | | | | | | to be issued upon | | Weighted average | | | | | to be issued upon | | Weighted average | | | | | | | exercise of outstanding | | exercise price of | | Number of securities | | | exercise of outstanding | | exercise price of | | Number of securities | | | | | options, warrants and | | outstanding options, | | remaining available | | | options, warrants and | | outstanding options, | | remaining available | | | Plan Category | | rights | | warrants and rights | | for future issuance | | | rights | | warrants and rights | | for future issuance | | | | | | | Non-Employee Directors’ Compensation Plan (not approved by shareholders) | | -0- | | $ | -0- | | 35,085 | | | -0- | | $ | -0- | | 32,085 | | | | | | | Equity compensation plans approved by shareholders | | — | | — | | — | | | — | | — | | — | | | | | | | | | | | | | | | | | | | Total | | -0- | | $ | -0- | | 35,085 | | | -0- | | $ | -0- | | 32,085 | | | | | | | | | | | |
| | | | ITEM 13. | | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
Attention is directed to the section “Board of Directors and Directors’Board Committees” in the Company’s definitive Notice of 20102011 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference. The Company has no relationships or transactions required to be reported by Item 404 of Regulation S-K. | | | | ITEM 14. | | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
Attention is directed to the section “Appointment of Independent Registered Public Accounting Firm” in the Company’s definitive Notice of 20102011 Annual Meeting of Shareholders and related Proxy Statement (filed pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this Form 10-K), which is incorporated herein by this reference. 1312
PART IV | | | | ITEM 15. | | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
The following documents are filed as part of this report: | 1. | | Financial Statements | | | | | 1. Financial Statements With respect to the audited consolidated financial statements of the Registrant and its subsidiaries, the following documents have been incorporated by reference into this report: |
| | (i) | | Consolidated balance sheets—December 31, 20092010 and 20082009 | | | | | (ii) | | Consolidated statements of income—YearsIncome-Years ended December 31, 2010, 2009, 2008 | | | | | (iii) | | Consolidated statements of shareholders’ equity-Years ended December 31, 2010, 2009, 2008 and 2007 | | | | | (iv) | | Consolidated statements of shareholders’ equity—Yearscash flows-Years ended December 31, 2010, 2009, 2008 | | | | | (v) | | December 31, 2009, 2008 and 2007 | | | (vi) | | Consolidated statements of cash flows—Years ended | | | (vii) | | December 31, 2009, 2008 and 2007 | | | (viii) | | Notes to consolidated financial statements | | | | | (ix)(vi) | | 20092010 Report of independent registered public accounting firm on consolidated financial statements | | | | | (x)(vii) | | 20092010 Report of management on internal control over financial reporting | | | | | (xi)(viii) | | 20092010 Report of independent registered public accounting firm on internal control over financial reporting |
2.Financial Statement Schedules All financial statement schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable, or the information required to be set forth therein is included in the consolidated financial statements or Notes thereto. 13
3. Exhibits The exhibits listed below are submitted in a separate section of this report immediately following the Exhibit Index. | 2. | | Financial Statement Schedules | | | | | | All financial statement schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions or are inapplicable and, therefore, have been omitted. |
| 3. | | Exhibits | | | | (3 | | The exhibits listed below are submitted in a separate section of this report immediately following the Exhibit Index. |
| (3)) | | (i) Articles of incorporation and (ii) By-laws | | | | (4 | (4)) | | Instruments defining the rights of security holders, including indentures | | | | (10 | (10)) | | Material contracts | | | | (13 | (13)) | | Annual report to security holders | | | | (14 | (14)) | | Code of ethics | | | | (21 | (21)) | | Subsidiaries of the registrant | | | | (23 | (23)) | | ConsentsConsent of experts | | | | (24 | (24)) | | Powers of attorney | | | | (31 | (31)) | | Rule 13a-14(a)/15d-14(a) Certifications | | | | (32 | (32)) | | Section 1350 Certifications |
14
SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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. THE GORMAN-RUPP COMPANY | | | | | | THE GORMAN-RUPP COMPANY | | | | | | | | | *By: | | DAVID P. EMMENS David P. Emmens | | | | | | Attorney-In-Fact | | |
Date: March 5, 20104, 2011 1514
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. | | | | | | | | | | |
* | | JEFFREY S. GORMAN Jeffrey S. Gorman | | | | President and Chief Executive Officer and Director (Principal
(Principal Executive Officer) | | | | | | | | | | | | | * | | WAYNE L. KNABEL Wayne L. Knabel | | | | Chief Financial Officer
(Principal Financial and Accounting Officer) | | | | | | | | | | | | * | | JAMES C. GORMAN James C. Gorman | | | | Director | | | | | | | | | | | | | * | | M. ANN HARLAN M. Ann Harlan | | | | Director | | | | | | | | | | | | | * | | THOMAS E. HOAGLIN Thomas E. Hoaglin | | | | Director | | | | | | | | | | | | | * | | CHRISTOPHER H. LAKE Christopher H. Lake | | | | Director | | | | | | | | | | | | | * | | PETER B. LAKE Peter B. Lake | | | | Director | | | | | | | | | | | | | * | | RICK R. TAYLOR Rick R. Taylor | | | | Director | | | | | | | | | | | | | * | | W. WAYNE WALSTON W. Wayne Walston | | | | Director | | |
| | | | | * | | The undersigned, by signing his name hereto, does sign and execute this Annual Report on Form 10-K on behalf of The Gorman-Rupp Company and on behalf of each of the above-named Officers and Directors of The Gorman-Rupp Company pursuant to Powers of Attorney executed by The Gorman-Rupp Company and by each such Officer and Director and filed with the Securities and Exchange Commission. |
March 5, 20104, 2011 | | | | | | |
| By: | | /s/ DAVID P. EMMENS David P. Emmens | | | | | | Attorney-In-Fact | | |
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ANNUAL REPORT ON FORM 10-K THE GORMAN-RUPP COMPANY For the Year Ended December 31, 20092010 EXHIBIT INDEX | | | | | | | | | | | | | | | | | | Exhibit | Exhibit | | Page | Exhibit | | Page | | | Number | Number | | Description | | Number | Number | | Description | | Number | | | | (3)(4) | | | Amended Articles of Incorporation, as amended | | | * | | (3)(4) | | | Amended Articles of Incorporation, as amended | | | 17 | | | | | | | | | | | | | | | | | | | | | | (3)(4) | | | Regulations | | | * | | (3)(4) | | | Regulations | | | 19 | | | | | | | | | | | | | | | | | | | | | | (10)(a) | | | Form of Indemnification Agreement between the Company and its Directors and Officers | | | ** | | (10)(a) | | | Form of Indemnification Agreement between the Company and its Directors and Officers | | | 25 | | | | | | | | | | | | | | | | | | | | | | (10)(b) | | | Non-Employee Directors’ Compensation Plan | | | *** | | (10)(b) | | | Non-Employee Directors’ Compensation Plan | | | 33 | | | | | | | | | | | | | | | | | | | | | | (13) | | | Incorporated Portions of 2009 Annual Report to Shareholders | | | 18 | | (13) | | | Incorporated Portions of 2010 Annual Report to Shareholders | | | 35 | | | | | | | | | | | | | | | | | | | | | | (14) | | | Code of Ethics | | | 42 | | (14) | | | Code of Ethics | | | 59 | | | | | | | | | | | | | | | | | | | | | | (21) | | | Subsidiaries of the Company | | | 45 | | (21) | | | Subsidiaries of the Company | | | 62 | | | | | | | | | | | | | | | | | | | | | | (23) | | | Consent of Independent Registered Public Accounting Firm | | | 46 | | (23) | | | Consent of Independent Registered Public Accounting Firm | | | 63 | | | | | | | | | | | | | | | | | | | | | | (24) | | | Powers of Attorney | | | 47 | | (24) | | | Powers of Attorney | | | 64 | | | | | | | | | | | | | | | | | | | | | | (31)(a) | | | Certification of Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002) | | | 50 | | (31)(a) | | | Certification of Chief Executive Officer (Section 302 of the Sarbanes-Oxley Act of 2002) | | | 67 | | | | | | | | | | | | | | | | | | | | | | (31)(b) | | | Certification of Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002) | | | 51 | | (31)(b) | | | Certification of Chief Financial Officer (Section 302 of the Sarbanes-Oxley Act of 2002) | | | 68 | | | | | | | | | | | | | | | | | | | | | | (32) | | | Certification Pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 52 | | (32) | | | Certification Pursuant to 18 U. S. C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | | | 69 | |
| | | * | | Incorporated herein by this reference from Exhibit (3) (4) of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007. | | ** | | Incorporated herein by this reference from Exhibit (10) (a) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. | | *** | | Incorporated herein by this reference from Exhibit (10) (b) of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005. |
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