As filed with the Securities and Exchange Commission on April 30, 2015
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
THE
GORMAN-RUPP COMPANY
(Exact name of Registrant as specified in its Charter)
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OHIO |
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34-0253990 |
(State or other jurisdiction of
incorporation or organization) |
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(I.R.S. Employer
Identification Number) |
600 South Airport Road, Mansfield, Ohio 44903
(Address of principal executive offices, including zip code)
THE GORMAN-RUPP COMPANY
2015 OMNIBUS INCENTIVE PLAN
(Full Title of the Plan)
Brigette A.
Burnell, General Counsel and Secretary
The Gorman-Rupp Company
600 South Airport Road, Mansfield, Ohio 44903
(419) 755-1011
(Name,
address and telephone number, including area code, of Agent for Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer |
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¨ |
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Accelerated filer |
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x |
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Non-accelerated filer |
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¨ |
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Smaller reporting company |
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¨ |
CALCULATION
OF REGISTRATION FEE
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Title of securities to be registered |
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Amount
to be
registered (1) |
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Proposed
maximum
offering price
per share (2) |
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Proposed
maximum aggregate
offering price |
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Amount of
registration fee |
Common Shares, without par value |
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1,000,000 |
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$28.04 |
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$28,040,000 |
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$3,258.25 |
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1) |
Pursuant to Rule 416 under the Securities Act of 1933, as amended (the Securities Act), this registration statement also covers such additional shares, without par value (Common Shares), of The
Gorman-Rupp Company (the Registrant) as may be issued or become issuable under the terms of The Gorman-Rupp Company 2015 Omnibus Incentive Plan (the Plan), in order to prevent dilution resulting from any stock split, stock
dividend or similar transaction. |
2) |
The registration fee has been calculated, and the offering price estimated, in accordance with Rules 457(c) and (h) under the Securities Act upon the basis of the average of the high and low sales prices of the
Common Shares as reported on the NYSE MKT on April 27, 2015, which was $28.04 per Common Share. |
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Item 1. Plan Information and Item 2. Registrant Information and
Employee Plan Annual Information of Form S-8 will be sent or given to participants of the Plan, pursuant to Rule 428(b)(1) under the Securities Act.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference. |
The following documents have been filed by the
Company with the Securities and Exchange Commission (the Commission) pursuant to the Securities Exchange Act of 1934, as amended (the Exchange Act), and are hereby incorporated by reference in this Registration Statement:
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The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014; |
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The Companys Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2015; |
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The Companys Current Report on Form 8-K filed on April 28, 2015; and |
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The description of the Companys Common Shares contained in the Registration Statement on Form 8-A filed on October 1, 1971 (File No. 1-06747) and any amendments or reports filed for the purpose of
updating that description; |
other than the portions of such documents that, by statute or rule, by designation in such document or
otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.
All documents
subsequently filed by the Company or the Plan pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated herein by reference and to be part hereof from the date of filing of such documents, other than the portions of such documents that by statute or rule, by designation in such
document or otherwise, are not deemed to be filed with the Commission or are not required to be incorporated herein by reference.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other
subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a
part of this Registration Statement.
Item 4. |
Description of Securities. |
Not applicable.
Item 5. |
Interests of Named Experts and Counsel. |
None.
Item 6. |
Indemnification of Directors and Officers. |
Section 1701.13(E) of the Ohio Revised
Code sets forth the conditions and limitations governing a corporations indemnification of officers, directors and other persons. Section 1701.13(E) provides that a corporation shall have the power to indemnify any person who was or is a
party or threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact
that he or she is or was a director, officer, employee or agent of the corporation or is or was serving at the request of the corporation in a similar capacity with another corporation or other entity, against expenses (including attorneys
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection therewith if he or she acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the
corporation and, with respect to a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.
With
respect to a suit by or in the right of the corporation, indemnity may be provided to the foregoing persons under Section 1701.13(E) on a basis similar to that set forth above, except that no indemnity may be provided in respect of any claim,
issue or matter as to which such person has been adjudged to be liable to the corporation unless and to the extent that the court of common pleas or the court in which such action, suit or proceeding was brought determines that despite the
adjudication of liability but in view of all the circumstances of the case such person is entitled to indemnity for such expenses as the court deems proper.
Moreover, Section 1701.13(E) provides for mandatory indemnification of a director, officer, employee or agent of the corporation to the
extent that such person has been successful in defense of any such action, suit or proceeding and provides that a corporation shall pay the expenses of an officer or director in defending an action, suit or proceeding upon receipt of an undertaking
to repay such amounts if it is ultimately determined that such person is not entitled to be indemnified. Section 1701.13(E) establishes provisions for determining whether a given person is entitled to indemnification, and also provides that the
indemnification provided by or granted under Section 1701.13(E) is not exclusive of any rights to indemnity or advancement of expenses to which such person may be entitled under any articles, regulations, agreement, vote of shareholders or
disinterested directors or otherwise.
The general effect of Article IV of the Companys Regulations is to provide for the
indemnification of its directors, officers and employees to the full extent permitted by applicable law, on terms generally consistent with the statutory authority in Section 1701.13(E) of the Ohio Revised Code. Article IV of the Companys
Regulations further provides that such indemnification is not exclusive of any other rights to which those seeking indemnification may be entitled, including under the Companys Articles of Incorporation or any agreement, vote of shareholders
or disinterested directors or otherwise.
The Company has entered into Indemnification Agreements (the Indemnification
Agreements) with each present director and such officers of the Company and its subsidiaries as have been designated by the Board of Directors and expects to enter into similar agreements with its directors and certain officers elected or
appointed in the future at the time of their election or appointment. The effect of the Indemnification Agreements is to provide for mandatory indemnification of an officer or director of the Company, or of an individual who serves at the request of
the Company as an officer, director, member, manager, trustee, employee or agent of another corporation, limited liability company, partnership, joint venture, trust or other entity or enterprise, whether or not for profit, if the individual meets
certain standards of conduct required by the Indemnification Agreements. The Indemnification Agreements provide indemnification to an individual who was or is a party to any threatened, asserted, pending or completed claim, demand, action, suit or
proceeding, including those made, instituted or conducted by the Company. The Indemnification Agreements also contemplate indemnification in connection with arbitrative, administrative and investigative proceedings as well as criminal and civil
claims, demands, actions, suits or proceedings.
The Company also maintains insurance covering certain liabilities of the directors and
officers of the Company and its subsidiaries.
Item 7. |
Exemption from Registration Claimed. |
Not applicable.
The Exhibit Index immediately preceding the exhibits is incorporated herein
by reference.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the
effective Registration Statement; and
(iii) To include any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such information in the Registration Statement;
provided, however, that
paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in the Registration Statement.
(2) That, for
the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability under the Securities Act, each filing of the Registrants annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plans annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mansfield, State of Ohio, on this 30th day of April, 2015.
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THE GORMAN-RUPP COMPANY |
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By: |
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/s/ BRIGETTE A. BURNELL |
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Brigette A. Burnell, General Counsel and
Secretary |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has
been signed by the following persons in the capacities indicated below on April 30, 2015.
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Signature |
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Title |
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* JEFFREY S. GORMAN |
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President and Chief Executive Officer and Director (Principal Executive Officer) |
Jeffrey S. Gorman |
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*WAYNE L. KNABEL |
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Chief Financial Officer (Principal Accounting Officer) |
Wayne L. Knabel |
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*JAMES C. GORMAN |
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Director |
James C. Gorman |
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*M. ANN HARLAN |
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Director |
M. Ann Harlan |
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*THOMAS E. HOAGLIN |
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Director |
Thomas E. Hoaglin |
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*CHRISTOPHER H. LAKE |
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Director |
Christopher H. Lake |
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*KENNETH R. REYNOLDS |
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Director |
Kenneth R. Reynolds |
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*RICK R. TAYLOR |
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Director |
Rick R. Taylor |
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*W. WAYNE WALSTON |
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Director |
W. Wayne Walston |
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* |
The undersigned, by signing her name hereto, does sign and execute this Registration Statement pursuant to Powers of Attorney executed by the Registrant and by the above-named officers and directors of the Registrant
and filed with the Securities and Exchange Commission on behalf of such Registrant, officers and directors. |
April 30, 2015
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By: |
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/s/ BRIGETTE A. BURNELL |
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Brigette A. Burnell |
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Attorney-in-Fact |
EXHIBIT INDEX
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Exhibit Number |
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Exhibit Description |
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4(a) |
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The Companys Amended Articles of Incorporation, as amended (incorporated herein by this reference from Exhibits (3)(4) of the Companys Annual Report on Form 10-K for the year ended December 31, 2010) (File No.
001-06747) |
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4(b) |
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The Companys Regulations (incorporated herein by this reference from Exhibits (3)(4) of the Companys Quarterly Report on Form 10-Q for the quarter ended March 31, 2015) (File No. 001-06747) |
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4(c) |
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The Gorman-Rupp Company 2015 Omnibus Incentive Plan (incorporated herein by this reference from Exhibit 10.1 of the Companys Current Report on Form 8-K filed on April 28, 2015) |
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5 |
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Opinion of Calfee, Halter & Griswold LLP (filed herewith) |
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23(a) |
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Consent of Ernst & Young LLP (filed herewith) |
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23(b) |
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Consent of Calfee, Halter & Griswold LLP (included in Exhibit 5 of this Registration Statement) |
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24 |
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Power of Attorney of Directors and Officers |
Exhibit 5
[Calfee, Halter & Griswold LLP Letterhead]
April 30, 2015
The Gorman-Rupp Company
600 South Airport Road
Mansfield, Ohio 44903
We are familiar with the proceedings taken and proposed to be taken by The Gorman-Rupp Company, an Ohio corporation (the Company),
with respect to 1,000,000 shares of the Companys Common Shares, without par value (the Shares), to be offered and sold from time to time pursuant to The Gorman-Rupp Company 2015 Omnibus Incentive Plan (the Plan).
As counsel for the Company, we have assisted in preparing a Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company with the Securities and Exchange Commission (the Commission) in connection
with the registration of the Shares under the Securities Act of 1933, as amended (the Securities Act).
In connection
therewith, we have examined such documents, records and matters of law as we have deemed necessary or advisable to render the opinion contained herein. In our examination of the foregoing documents, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal
competence of all signatories to such documents.
We express no opinion herein as to the laws of any state or jurisdiction other than the
state laws of the State of Ohio and the federal laws of the United States of America.
It is understood that this opinion is to be used
only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining
only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we
are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plan, the Shares will be validly issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
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Very truly yours, |
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/s/ CALFEE, HALTER & GRISWOLD LLP |
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CALFEE, HALTER & GRISWOLD LLP |
Exhibit 23(a)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to The Gorman-Rupp Company 2015 Omnibus
Incentive Plan our reports dated March 9, 2015, with respect to the consolidated financial statements of The Gorman-Rupp Company and the effectiveness of internal control over financial reporting of The Gorman-Rupp Company incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31, 2014, filed with the Securities and Exchange Commission.
Cleveland, Ohio
April 30, 2015
Exhibit 24
POWER OF ATTORNEY
The
undersigned directors and officers of The Gorman-Rupp Company (the Company) hereby appoint Jeffrey S. Gorman, Wayne L. Knabel, Brigette A. Burnell and Douglas A. Neary, and each of them, as attorneys for each of the undersigned, with
full power of substitution and resubstitution, for and in the name, place and stead of each of the undersigned, to sign and file with the Securities and Exchange Commission under the Securities Act of 1933, as amended, one or more Registration
Statements on Form S-8 (or such other form as counsel to the Company may advise as appropriate) for the purpose of registering (i) the Common Shares of the Company to be offered under the Companys 2015 Omnibus Incentive Plan (the
Plan), and (ii) an indeterminate amount of interests in the Plan that are separate securities, and any and all supplements, amendments (including post-effective amendments), exhibits and consents to any such Registration Statements,
and any and all applications or other documents to be filed with the Securities and Exchange Commission pertaining to such Registration Statements or the securities covered thereby, and to take any and all other action that any of them may deem
necessary or advisable in order to effect the registration, qualification or exemption of part or all of the Common Shares of the Company, or the interests in the Plan, to be offered under the securities or Blue Sky laws of any jurisdiction of the
United States of America or Canada, with full power and authority to do and perform any and all acts whatsoever necessary or advisable.
Executed as of the 23rd day of April, 2015.
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/S/ JEFFREY S. GORMAN |
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President and Chief Executive Officer and Director (Principal Executive Officer) |
Jeffrey S. Gorman |
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/S/ WAYNE L. KNABEL |
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Chief Financial Officer (Principal Accounting Officer) |
Wayne L. Knabel |
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/S/ JAMES C. GORMAN |
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Director |
James C. Gorman |
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/S/ M. ANN HARLAN |
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Director |
M. Ann Harlan |
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/S/ THOMAS E. HOAGLIN |
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Director |
Thomas E. Hoaglin |
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/S/ CHRISTOPHER H. LAKE |
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Director |
Christopher H. Lake |
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/S/ KENNETH R. REYNOLDS |
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Director |
Kenneth R. Reynolds |
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/S/ RICK R. TAYLOR |
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Director |
Rick R. Taylor |
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/S/ W. WAYNE WALSTON |
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Director |
W. Wayne Walston |
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