Form 8-K - Current report

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

ROGERS CORPORATION

(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 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

Document and Entity Information Document	May 01, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	May 01, 2024
Entity Registrant Name	ROGERS CORP
Entity Incorporation, State or Country Code	MA
Entity File Number	1-4347
Entity Tax Identification Number	06-0513860
Entity Address, Address Line One	2225 W. Chandler Blvd.
Entity Address, City or Town	Chandler
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85224
City Area Code	480
Local Phone Number	917-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock,
Trading Symbol	ROG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000084748
Amendment Flag	false