SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 9, 2019
(Exact Name of Registrant as Specified in Charter)
(State or Other Jurisdiction
2225 W. Chandler Blvd.
Chandler, Arizona 85224
(Address of Principal Executive Offices, and Zip Code)
Registrant’s Telephone Number, Including Area Code
(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)
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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 ☐
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Name of each exchange on which registered
Common Stock, par value $1.00 per share
New York Stock Exchange
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 9, 2019, at the annual meeting of shareholders of Rogers Corporation (the “Company” and the “Annual Meeting”), the Company’s shareholders approved the Rogers Corporation 2019 Long-Term Equity Compensation Plan (the “2019 Plan”), which was previously adopted by the Company’s Board of Directors (“Board”).
A summary of the material terms and conditions of the 2019 Plan is included in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (“SEC”) on March 29, 2019 (the “Proxy Statement”) under “Proposal 3: Approval of the Rogers Corporation 2019 Long-Term Equity Compensation Plan,” which summary is incorporated herein by reference. This summary is qualified in its entirety by, and should be read in conjunction with, the 2019 Plan, which was included as Exhibit 4.1 to the Company’s Registration Statement on Form S-8, filed with the SEC on May 14, 2019, and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, 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. The eight nominees to the Company’s Board were elected based on the following votes, to hold office until the next annual meeting of shareholders and thereafter until their successors have been chosen and qualified:
Keith L. Barnes
Michael F. Barry
Bruce D. Hoechner
Carol R. Jensen
Jeffrey J. Owens
Peter C. Wallace
2. By the following vote, the Company’s shareholders approved a non-binding advisory resolution on the 2018 compensation of the Company’s named executive officers:
3. By the following vote, the Company’s shareholders approved the 2019 Long-Term Equity Compensation Plan:
4. By the following vote, the Company’s shareholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019:
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.
Date: May 9, 2019
/s/ Bruce D. Hoechner
Bruce D. Hoechner
President, Chief Executive Officer