rog-20260506
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 6, 2026
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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. | ||||
Rogers Corporation 2026 Employee Stock Purchase Plan
On May 6, 2026, at the annual meeting of shareholders (the “Annual Meeting”) of Rogers Corporation (the “Company”), the shareholders of the Company approved the Rogers Corporation 2026 Employee Stock Purchase Plan (the “2026 ESPP”). Shares available for grant under the 2026 ESPP consist of (i) 200,000 shares of the Company’s capital stock, par value $1.00 per share (“common stock”), and (ii) any shares of the Company’s common stock that remain available for issuance under the existing Rogers Corporation Employee Stock Purchase Plan, as approved by the Company’s shareholders on April 26, 2001, as amended (the “Prior Plan”), following the offering period ending on June 15, 2026. The 2026 ESPP will replace the Prior Plan with respect to offering periods commencing on or after June 16, 2026. The 2026 ESPP is an employee stock purchase plan, which provides eligible employees of the Company and its participating subsidiaries and affiliates with the opportunity to purchase shares of the Company’s common stock, on the terms and conditions set forth in the 2026 ESPP.
A summary of the material terms of the 2026 ESPP is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on March 24, 2026 (the “Proxy Statement”). The summaries of the 2026 ESPP set forth above and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 ESPP, a copy of which is filed as Exhibit 10.1 to this Current report on Form 8-K and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
On May 6, 2026 at the Annual Meeting of 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 nine nominees to the Company's Board of Directors 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 | 16,118,877 | 264,206 | 495,901 | ||||||||
| Brett A. Cope | 16,325,237 | 57,846 | 495,901 | ||||||||
| Donna M. Costello | 16,290,167 | 92,916 | 495,901 | ||||||||
| Megan Faust | 16,270,094 | 112,989 | 495,901 | ||||||||
| Armand F. Lauzon, Jr. | 16,246,868 | 136,215 | 495,901 | ||||||||
| Woon Keat Moh | 16,291,237 | 91,846 | 495,901 | ||||||||
| Jeffrey J. Owens | 16,059,768 | 323,315 | 495,901 | ||||||||
| Anne K. Roby | 16,166,169 | 216,914 | 495,901 | ||||||||
| Eric H. Starkloff | 16,329,397 | 53,686 | 495,901 | ||||||||
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, 2026:
| For | Against | Abstain | ||||||
| 16,735,256 | 139,828 | 3,900 | ||||||
3. By the following vote, the Company's shareholders approved, on a non-binding advisory basis, the 2025 compensation paid to the Company's named executive officers:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 15,944,114 | 412,113 | 26,856 | 495,901 | ||||||||
4. By the following vote, the Company's shareholders approved the 2026 ESPP:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 16,315,597 | 34,691 | 32,795 | 495,901 | ||||||||
| Item 9.01 | Financial Statements and Exhibits. | ||||
(d) Exhibits
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 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: May 7, 2026 | By: | /s/ Jessica A. Morton | |||||||||||||||||||||
Jessica A. Morton | |||||||||||||||||||||||
| Senior Vice President, General Counsel, and Corporate Secretary | |||||||||||||||||||||||