Rogers Corporation filed SEC Form 8-K: Leadership Update, Other Events, Financial Statements and Exhibits
$ROG
Major Chemicals
Industrials
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): October 16, 2025
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||
(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)) | |||||
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | |||||||||
par value $1.00 per share | |||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 16, 2025, Peter C. Wallace notified the Board of Directors (the “Board”) of Rogers Corporation (the “Company”) that he has elected not to stand for re-election as a director at the Company’s 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”), and will step down from the Board effective on the date of the 2026 Annual Meeting. Mr. Wallace’s decision was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. In connection with such notice, effective October 16, 2025, the Board appointed Armand F. Lauzon, Jr., an incumbent independent director of the Company, as the Chair of the Board to succeed Mr. Wallace.
Item 8.01 Other Events.
On October 16, 2025, the Company issued a press release announcing Mr. Wallace’s decision not to seek re-election at the Annual Meeting and the appointment of Mr. Lauzon as the Chair of the Board, as well as the Company’s plan to engage in a search to add another independent director to the Board. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |||||||
| 99.1 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
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: October 16, 2025 | By: | /s/ Jessica A. Morton | |||||||||||||||||||||
| Jessica A. Morton | |||||||||||||||||||||||
| Senior Vice President, General Counsel and Corporate Secretary | |||||||||||||||||||||||