Rogers Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$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): May 1, 2024
(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)) | |||||
| 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 | |||||||||
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 5.07 | Submission of Matters to a Vote of Security Holders | ||||
On May 1, 2024, 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 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 eight 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 | ||||||||
| Larry L. Berger | 16,326,492 | 642,801 | — | ||||||||
| Donna M. Costello | 16,839,056 | 130,237 | — | ||||||||
| Megan Faust | 16,794,474 | 174,819 | — | ||||||||
| R. Colin Gouveia | 16,766,169 | 203,124 | — | ||||||||
| Armand F. Lauzon, Jr. | 16,772,826 | 196,467 | — | ||||||||
| Jeffrey J. Owens | 16,758,547 | 210,746 | — | ||||||||
| Anne K. Roby | 16,337,785 | 631,508 | — | ||||||||
| Peter C. Wallace | 13,659,988 | 3,309,305 | — | ||||||||
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, 2024:
| For | Against | Abstain | ||||||
| 16,876,519 | 90,016 | 2,758 | ||||||
3. By the following vote, the Company's shareholders approved, on a non-binding advisory basis, the 2023 compensation paid to the Company's named executive officers:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 16,645,416 | 304,278 | 19,599 | — | ||||||||
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 7, 2024 | By: | /s/ Jessica A. Morton | |||||||||||||||||||||
Jessica A. Morton | |||||||||||||||||||||||
| Vice President, General Counsel, and Corporate Secretary | |||||||||||||||||||||||