Submission of Matters to a Vote of Security Holders - Form 8-K

On April 25, 2024, The Gorman-Rupp Company (The "Company") held its Annual Meeting of Shareholders (the "Annual Meeting"), where the Company's shareholders approved The Gorman-Rupp Company 2024 Omnibus Incentive Plan (the "Incentive Plan"). Under the Incentive Plan, employees, Directors and other service providers of the Company may be granted the following types of awards with respect to the Company's common shares: restricted stock, restricted stock units, performance-based awards, incentive stock options, nonqualified stock options, stock appreciation rights, and other share-based awards. Subject to adjustment as provided in the Incentive Plan, the total number of Company common shares, without par value, available for issuance under the Incentive Plan is 1,239,271 shares. The material terms of the Incentive Plan are summarized in the Company's definitive Proxy Statement on Schedule 14A, which was filed with the Securities and Exchange Commission on March 25, 2024.

Awards made under the Incentive Plan will be subject to the terms of a corresponding award agreement outlining the specific terms and conditions applicable to each award. Contemporaneously with the adoption of the Incentive Plan, the Company adopted a form of Restricted Stock Unit Grant Agreement (the "Form of Restricted Stock Unit Agreement"), form of Performance Share Grant Agreement (the "Form of Performance Share Agreement") and a form of Director Restricted Stock Agreement (the "Form of Director Restricted Stock Agreement"), which may be used for future awards under the Incentive Plan.

The foregoing description of the Incentive Plan is qualified in its entirety by reference to the full text of the Incentive Plan, the Form of Restricted Stock Unit Agreement, the Form of Performance Share Grant Agreement and the Form of Director Restricted Stock Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Form 8-Kand incorporated herein by reference.