8-KThe WireRoutine
Shareholder Vote
Filed May 9, 2023 · 3y ago · Accession 0000084748-23-000052
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 4, 2023
ROGERS CORP ORATION
(Exact name of registrant as specified in its charter)
Massachusetts 1-4347 06-0513860
(State or other jurisdiction
of incorporation) (Commission
File Number) (IRS Employer
Identification No.)
2225 W. Chandler Blvd. , Chandler , Arizona 85224
(Address of principal executive offices) (Zip Code)
( 480 ) 917-6000
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock,
par value $1.00 per share
ROG
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 4, 2023, at the annual meeting of shareholders of Rogers Corporation (the "Company"), sufficient shares were present for purposes of a quorum, and each of the following four 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 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
Keith L. Barnes 16,428,872 283,360 528,066
Larry L. Berger 16,672,723 39,509 528,066
Megan Faust 16,578,180 134,052 528,066
R. Colin Gouveia 16,672,527 39,705 528,066
Armand F. Lauzon, Jr. 16,671,216 41,016 528,066
Ganesh Moorthy 14,954,451 1,757,781 528,066
Jeffrey J. Owens 16,576,395 135,837 528,066
Anne K. Roby 16,596,792 115,440 528,066
Peter C. Wallace 16,288,640 423,592 528,066
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, 2023:
For Against Abstain
17,173,232 64,922 2,144
3. By the following vote, the Company's shareholders approved, on a non-binding advisory basis, the 2022 compensation paid to the Company's named executive officers:
For Against Abstain Broker Non-Votes
16,143,535 537,544 31,153 528,066
4. By the following vote, the Company's shareholders approved, on a non-binding advisory basis, for future non-binding advisory votes on the compensation paid to the Company's named executive officers to be held every year:
1 Year 2 Years 3 Years Abstain Broker Non-Votes
16,084,238 1,054 631,039 13,901 528,066
Consistent with the recommendation of the Board of Directors of the Company (the "Board") set forth in the Company's proxy statement for the annual meeting and in accordance with the recommendation of shareholders, the Company has determined that it is in the best interests of the Company and its shareholders to hold a non-binding advisory vote on the compensation paid to the Company's named executive officers every year.
________________________________________________________________________________________________________
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 hereunto duly authorized.
ROGERS CORPORATION
(Registrant)
Date: May 9, 2023 By:
/s/ Jessica A. Morton
Jessica A. Morton
Vice President, General Counsel, and Corporate Secretary
Filing details
- Company
- ROGERS CORP
- Ticker
- ROG
- CIK
- 84748
- Form type
- 8-K
- Filing date
- May 9, 2023
- Report date
- May 4, 2023
- Document
- rog-20230504.htm
- Size
- 190 KB