8-K - ROG - Equibles

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)

Massachusetts	1-4347	06-0513860
(State or other jurisdiction<br><br>of incorporation)	(Commission<br><br>File Number)	(IRS Employer<br><br>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 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.

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:

Director Nominee	For	Withhold	Broker Non-Votes
Keith L. Barnes	16,973,700	73,951	539,108
Bruce D. Hoechner	17,014,774	32,877	539,108
Carol R. Jensen	16,827,802	219,849	539,108
Ganesh Moorthy	16,989,315	58,336	539,108
Jeffrey J. Owens	17,015,568	32,083	539,108
Helene Simonet	17,015,143	32,508	539,108
Peter C. Wallace	16,991,479	56,172	539,108

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:

For	Against	Abstain	Broker Non-Votes
16,906,921	107,279	33,451	539,108

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:

For	Against	Abstain
17,558,709	16,714	11,336

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
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 12, 2020	By:	/s/ Bruce D. Hoechner
		Bruce D. Hoechner
		President and Chief Executive Officer