Rogers Corporation

05/07/2026 | Press release | Distributed by Public on 05/07/2026 10:14

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Rogers Corporation 2026 Employee Stock Purchase Plan
On May 6, 2026, at the annual meeting of shareholders (the "Annual Meeting") of Rogers Corporation (the "Company"), the shareholders of the Company approved the Rogers Corporation 2026 Employee Stock Purchase Plan (the "2026 ESPP"). Shares available for grant under the 2026 ESPP consist of (i) 200,000 shares of the Company's capital stock, par value $1.00 per share ("common stock"), and (ii) any shares of the Company's common stock that remain available for issuance under the existing Rogers Corporation Employee Stock Purchase Plan, as approved by the Company's shareholders on April 26, 2001, as amended (the "Prior Plan"), following the offering period ending on June 15, 2026. The 2026 ESPP will replace the Prior Plan with respect to offering periods commencing on or after June 16, 2026. The 2026 ESPP is an employee stock purchase plan, which provides eligible employees of the Company and its participating subsidiaries and affiliates with the opportunity to purchase shares of the Company's common stock, on the terms and conditions set forth in the 2026 ESPP.
A summary of the material terms of the 2026 ESPP is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2026 (the "Proxy Statement"). The summaries of the 2026 ESPP set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 ESPP, a copy of which is filed as Exhibit 10.1 to this Current report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 6, 2026 at the Annual Meeting of the Company, sufficient shares were present for purposes of a quorum, and each of the following three proposals was submitted to a vote of the Company's shareholders. The voting results for those proposals are set forth below.
1.By the following vote, the nine nominees to the Company's Board of Directors were elected to serve until the next annual meeting of shareholders and thereafter until their successors are chosen and qualified:
Director Nominee For Withheld Broker Non-Votes
Larry L. Berger 16,118,877 264,206 495,901
Brett A. Cope 16,325,237 57,846 495,901
Donna M. Costello 16,290,167 92,916 495,901
Megan Faust 16,270,094 112,989 495,901
Armand F. Lauzon, Jr. 16,246,868 136,215 495,901
Woon Keat Moh 16,291,237 91,846 495,901
Jeffrey J. Owens 16,059,768 323,315 495,901
Anne K. Roby 16,166,169 216,914 495,901
Eric H. Starkloff 16,329,397 53,686 495,901
2.By the following vote, the Company's shareholders ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026:
For Against Abstain
16,735,256 139,828 3,900
3. By the following vote, the Company's shareholders approved, on a non-binding advisory basis, the 2025 compensation paid to the Company's named executive officers:
For Against Abstain Broker Non-Votes
15,944,114 412,113 26,856 495,901
4. By the following vote, the Company's shareholders approved the 2026 ESPP:
For Against Abstain Broker Non-Votes
16,315,597 34,691 32,795 495,901
Rogers Corporation published this content on May 07, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 07, 2026 at 16:14 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]