Current Report Filing (8-k)
May 12 2020 - 11:21AM
Edgar (US Regulatory)
false0000084748
0000084748
2020-05-12
2020-05-12
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 12, 2020
ROGERS CORPORATION
(Exact name of registrant as specified in its charter)
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Massachusetts
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1-4347
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06-0513860
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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):
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☐
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock,
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par value $1.00 per share
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ROG
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New York Stock Exchange
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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 ☐
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 7, 2020, at the annual meeting of shareholders of Rogers Corporation (the “Company” and the “Annual Meeting”), 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. The seven 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:
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Director Nominee
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For
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Withhold
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Broker Non-Votes
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Keith L. Barnes
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16,973,700
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73,951
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539,108
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Bruce D. Hoechner
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17,014,774
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32,877
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539,108
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Carol R. Jensen
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16,827,802
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219,849
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539,108
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Ganesh Moorthy
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16,989,315
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58,336
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539,108
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Jeffrey J. Owens
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17,015,568
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32,083
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539,108
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Helene Simonet
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17,015,143
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32,508
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539,108
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Peter C. Wallace
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16,991,479
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56,172
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539,108
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2. By the following vote, the Company’s shareholders approved a non-binding advisory resolution on the 2019 compensation of the Company’s named executive officers:
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For
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Against
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Abstain
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Broker Non-Votes
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16,906,921
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107,279
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33,451
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539,108
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3. 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, 2020:
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For
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Against
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Abstain
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17,558,709
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16,714
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11,336
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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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.
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ROGERS CORPORATION
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(Registrant)
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Date: May 12, 2020
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By:
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/s/ Bruce D. Hoechner
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Bruce D. Hoechner
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President and Chief Executive Officer
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