Rogers Corp PREM14A, filed Dec 1, 2021

Rogers Corp (ROG)

PREM14A 2021-12-01 For: 2021-12-01

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Added on October 26, 2026

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☐	No fee required.

☒	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)	Title of each class of securities to which transaction applies: Capital Stock, $1.00 par value per share

	(2)	Aggregate number of securities to which transaction applies: As of November 29, 2021, 18,730,099 shares of capital stock outstanding, 106,544 shares of capital stock subject to restricted stock unit awards, 114,554 shares of capital stock subject to performance-based share unit awards, and 3,484 shares of capital stock subject to issuance under the Company’s employee stock purchase plan.

	(3)	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Solely for purposes of calculating the registration fee, the maximum aggregate value of the transaction was calculated as the sum of (A) 18,730,099 shares of capital stock, par value $1.00 per share, multiplied by $277.00 per share, (B) 106,544 shares of capital stock subject to restricted stock unit awards multiplied by $277.00 per share, (C) 114,554 shares of capital stock subject to performance-based share unit awards multiplied by $277.00 per share, and (D) 3,484 shares of capital stock subject to issuance under the Company’s employee stock purchase plan multiplied by $277.00 per share. In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was determined by multiplying .0000927 by the maximum aggregate value of the transaction.

	(4)	Proposed maximum aggregate value of transaction: $5,250,446,637.00

	(5)	Total fee paid: $486,716.41


☐	Fee paid previously with preliminary materials.

☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)	Amount Previously Paid:

	(2)	Form, Schedule or Registration Statement No.:

	(3)	Filing Party:

	(4)	Date Filed:

Time and Date	[—], local time, on [—], [—], 2022
Place	In person at [—] and virtually via webcast at: www.virtualshareholdermeeting.com/ROG2022SM
Items of Business	To consider and vote on:
		•	a proposal to approve the Agreement and Plan of Merger, dated as of November 1, 2021 (as it may be amended from time to time, the “Merger Agreement”), a copy of which is attached as Annex A to the accompanying proxy statement, by and among Rogers, DuPont, and Merger Sub;
		•	a proposal to approve, on a nonbinding advisory basis, the “golden parachute” compensation that may be payable to our named executive officers in connection with the merger as reported on the Golden Parachute Compensation table on page 48 of the accompanying proxy statement; and
		•	a proposal to approve one or more adjournments of the special meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

Record Date	You may vote if you were a shareholder of record at the close of business on [—], 2021.
Proxy Voting	Your vote is very important, regardless of the number of shares of Company capital stock you own. The merger and other transactions contemplated by the Merger Agreement cannot be consummated unless the Merger Agreement is approved by the affirmative vote of the holders of at least 66 2/3% of the shares of Company capital stock that are issued and outstanding as of the Record Date. Even if you plan to attend the special meeting, we request that you complete, sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or submit your proxy by telephone or the Internet prior to the special meeting to ensure that your shares of Company capital stock will be represented and voted at the special meeting if you are unable to attend. If you do not attend the special meeting and fail to return your proxy card or fail to submit your proxy by phone or the Internet, your shares of Company capital stock will not be counted for purposes of determining whether a quorum is present at the special meeting and will have the same effect as a vote “AGAINST” the proposal to approve the Merger Agreement.
	If you are a shareholder of record, voting by ballot at the special meeting will revoke any proxy previously submitted. If you hold your shares of Company capital stock through a bank, brokerage firm or other nominee, you should follow the procedures provided by your bank, brokerage firm or other nominee in order to vote. As a beneficial owner of shares of Company capital stock held in “street name,” you have the right to direct your bank, brokerage firm or other nominee on how to vote the shares in your account. You are

			also invited to attend the special meeting. However, because you are not the shareholder of record, you may not vote your shares by ballot at the special meeting unless you request and obtain a valid proxy from your bank, brokerage firm or other nominee.
Recommendation			The Board has unanimously adopted and approved the Merger Agreement and recommended that the Company’s shareholders approve the Merger Agreement. The Board made its determination after consultation with its legal and financial advisors and consideration of a number of factors. The Board unanimously recommends that you vote “FOR” approval of the proposal to approve the Merger Agreement, “FOR” approval of the nonbinding advisory proposal regarding “golden parachute” compensation and “FOR” approval of the proposal to adjourn the special meeting, if necessary or appropriate, to solicit additional proxies.
Attendance			All shareholders as of the Record Date and properly appointed proxy holders may attend the special meeting over the Internet at www.virtualshareholdermeeting.com/ROG2022SM or in person at [—]. Shareholders who plan to attend virtually must have access to the control number we have provided to you to join the special meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ROG2022SM. Shareholders of record will be verified against an official list available electronically at the special meeting. The Company reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date (or demonstrate that the person holds a valid proxy from a shareholder as of the Record Date).
Appraisal Rights			Under Part 13 of the Massachusetts Business Corporation Act (the “MBCA”), Company shareholders who believe they are or may be entitled to appraisal rights in connection with the merger must, in order to exercise those rights, prior to the special meeting deliver to the Company a written notice of intent to demand payment for such shareholders’ shares of Company capital stock if the merger is effectuated, NOT vote for the proposal to approve the Merger Agreement, and comply with other procedures under Part 13 of the MBCA and explained in the accompanying proxy statement. See “Appraisal Rights” beginning on page 76 and Annex C of the accompanying proxy statement.

SUMMARY			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING AND THE MERGER			11
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING INFORMATION			18
THE SPECIAL MEETING			19
Time, Place and Purpose of the Special Meeting			19
Record Date and Quorum			19
Attendance			19
Vote Required			19
Shares Owned by Our Directors and Executive Officers			21
Proxies and Revocation			21
Adjournments and Recesses			22
Appraisal Rights			22
Solicitation of Proxies; Payment of Solicitation Expenses			22
Questions and Additional Information			22
PARTIES TO THE MERGER			23
THE MERGER			24
Effects of the Merger			24
Background of the Merger			24
Reasons for the Merger; Recommendation of the Board of Directors			31
Opinion of Financial Advisor			35
Financial Forecasts			39
Financial Projections			40
Financing of the Merger			41
Closing and Effective Time of the Merger			41
Payment of Merger Consideration and Surrender of Stock Certificates			42
Interests of Certain Persons in the Merger			42
Certain Assumptions			42
Golden Parachute Compensation			48
Accounting Treatment			50
U.S. Federal Income Tax Consequences of the Merger			50
Regulatory Approvals			52
Litigation Relating to the Merger			53
THE MERGER AGREEMENT (PROPOSAL ONE)			54
NONBINDING ADVISORY PROPOSAL REGARDING “GOLDEN PARACHUTE” COMPENSATION (PROPOSAL TWO)			55
AUTHORITY TO ADJOURN THE SPECIAL MEETING (PROPOSAL THREE)			56
SUMMARY OF THE MERGER AGREEMENT			57
Explanatory Note Regarding the Merger Agreement			57
The Merger			57
Closing and Effective Time			57
Merger Consideration			58
Delivery of Merger Consideration and Procedures for Surrender			58
Appraisal Rights			59
Treatment of Equity Awards			59
Representations and Warranties			60
Definition of Material Adverse Effect			62
Covenants Relating to the Conduct of the Company’s Business			62
Restrictions on the Solicitation of Other Offers			64
Restrictions on Changes of Recommendation to Company Shareholders			65

Special Meeting			66
Cooperation and Efforts to Consummate			67
Financing and Indebtedness			67
Access to Information			68
NYSE Delisting			68
Employee Matters			68
Indemnification and Directors’ and Officers’ Insurance			69
Alternative Acquisition Structure Election			69
Conditions to the Completion of the Merger			69
Termination			70
Termination Fees			71
Governing Law and Submission to Jurisdiction			72
MARKET PRICE OF COMPANY CAPITAL STOCK			73
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			74
APPRAISAL RIGHTS			76
DELISTING AND DEREGISTRATION OF COMPANY CAPITAL STOCK			79
CONDUCT OF OUR BUSINESS IF THE MERGER IS NOT COMPLETED			79
OTHER MATTERS			79
Shareholder Proposals			79
Shareholders Sharing the Same Address			79
WHERE YOU CAN FIND MORE INFORMATION			80
ANNEX A: AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B: OPINION OF J.P. MORGAN			B-1
ANNEX C: PART 13 OF THE MASSACHUSETTS BUSINESS CORPORATION ACT			C-1

			By order of the Board of Directors,
			Jay B. Knoll
			Senior Vice President, Corporate Development, General Counsel & Corporate Secretary

Announcement Date	Acquiror	Target
September 2021	Materion Corporation	HCS-Electronic Materials
July 2021	MKS Instruments, Inc.	Atotech Limited
June 2021	Element Solutions Inc.	Coventya Holding SAS
March 2021	DuPont de Nemours, Inc.	Laird Performance Materials
April 2019	Parker Hannifin Corporation	LORD Corporation
April 2019	Merck KGaA	Versum Materials, Inc.
August 2018	Cabot Microelectronics Corporation	KMG Chemicals, Inc.
July 2018	Goldman Sachs Group, Inc.	BOYD Corporation

(US$ in millions)	2021E	2022E	2023E	2024E	2025E	2026E
Total Revenue	$943	$1,105	$1,289	$1,497	$1,695	$1,969
Adjusted EBITDA⁽¹⁾	$220	$279	$342	$409	$481	$579
Free Cash Flow⁽²⁾	$148	$$121	$174	$278	$381	$479

Director or Officer	Number of Shares of Common Stock^(1)(2)(3)(4)	Value of Shares of Common Stock	Number of Company Restricted Stock Unit Awards	Value of Company Restricted Stock Unit Awards	Number of Company Performance- Based Share Unit Awards	Value of Company Performance- Based Share Unit Awards	Number of Deferred Stock Units⁽⁵⁾	Value of Deferred Stock Units	Aggregate Value⁽⁶⁾
Barnes, Keith	820	$227,140	—	$—	—	$—	800	$221,600	$448,740
Faust, Megan	500	$138,500	—	$—	—	$—	800	$221,600	$360,100
Jensen, Carol	12,138	$3,362,226	—	$—	—	$—	2,850	$789,450	$4,151,676
Larson, Keith	500	$138,500	—	$—	—	$—	800	$221,600	$360,100
Moorthy, Ganesh	9,900	$2,742,300	—	$—	—	$—	800	$221,600	$2,963,900
Owens, Jeffrey	4,450	$1,232,650	—	$—	—	$—	800	$221,600	$1,454,250
Simonet, Helene	9,100	$2,520,700	—	$—	—	$—	800	$221,600	$2,742,300
Wallace, Peter	8,597	$2,381,369	—	$—	—	$—	850	$235,450	$2,616,819
Hoechner, Bruce	134,840	$37,350,680	12,877	$3,566,929	30,624	$8,482,848	—	$—	$49,400,457
Mayampurath, Ramakumar	1,591	$440,707	2,453	$679,481	2,652	$734,604	—	$—	$1,854,792
Daigle, Robert C.	10,589	$2,933,153	2,781	$770,337	4,968	$1,376,136	—	$—	$5,079,626
Knoll, Jay B.	11,743	$3,252,811	2,981	$825,737	5,052	$1,399,404	—	$—	$5,477,952
Gouveia, Randall C.	5,314	$1,471,978	3,970	$1,099,690	5,760	$1,595,520	—	$—	$4,167,188

Name	Cash ($)^(1)(2)(3)	Equity ($)⁽⁴⁾	Pension/ NQDC ($)⁽⁵⁾	Perquisites/ Benefits ($)⁽⁶⁾	Tax Reimbursement ($)⁽⁷⁾	Other ($)	Total ($)
Hoechner, Bruce	$4,194,203	$12,049,777	$0	$95,000	$0	$0	$16,338,980
Mayampurath, Ramakumar	$1,087,258	$1,414,085	$0	$95,000	$925,998	$0	$3,522,341
Daigle, Robert C.	$1,363,476	$2,146,473	$990,400	$95,000	$0	$0	$4,595,349
Knoll, Jay B.	$1,430,517	$2,225,141	$0	$95,000	$0	$0	$3,750,658
Gouveia , Randall C.	$1,077,869	$2,695,210	$0	$95,000	$1,479,653	$0	$5,347,732

Named Executive Officer	Base Salary Severance ($)	Bonus Severance ($)	Pro Rata Bonus ($)	Total ($)
Bruce Hoechner	$1,997,500	$1,997,500	$199,203	$4,194,203
Ramakumar Mayampurath	$618,450	$401,993	$66,815	$1,087,258
Robert C. Daigle	$842,400	$463,320	$57,756	$1,363,476
Jay B. Knoll	$883,820	$486,101	$60,596	$1,430,517
Randall C. Gouveia	$656,670	$361,169	$60,030	$1,077,869

Named Executive Officer	RSU ($)	PSU ($)	Total ($)
Bruce Hoechner	$3,566,929	$8,482,848	$12,049,777
Ramakumar Mayampurath	$679,481	$734,604	$1,414,085
Robert C. Daigle	$770,337	$1,376,136	$2,146,473
Jay B. Knoll	$825,737	$1,399,404	$2,225,141
Randall C. Gouveia	$1,099,690	$1,595,520	$2,695,210

	High	Low
Fiscal 2019
First Quarter	$163.13	$93.31
Second Quarter	206.43	137.12
Third Quarter	183.34	123.90
Fourth Quarter	157.10	122.04

Fiscal 2020
First Quarter	$138.99	$75.72
Second Quarter	126.36	79.82
Third Quarter	134.60	95.69
Fourth Quarter	159.25	98.14

Fiscal 2021
First Quarter	$199.50	$147.93
Second Quarter	206.13	172.84
Third Quarter	215.02	176.00
Fourth Quarter through November 26, 2021	273.00	180.42

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class
BlackRock, Inc.⁽¹⁾ 55 East 52nd Street New York, NY 10055	3,255,978	17.4%
The Vanguard Group⁽²⁾ 100 Vanguard Blvd. Malvern, PA 19355	1,968,880	10.5%
Neuberger Berman Group LLC⁽³⁾ 1290 Avenue of the Americas New York, NY 10104	1,570,381	8.4%

	Beneficial Ownership
Name of Person or Group	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class⁽²⁾
Keith L. Barnes	820	*
Robert C. Daigle	10,589	*
Megan Faust	500	*
Randall C. Gouveia	5,314	*
Bruce D. Hoechner⁽³⁾	134,840	*
Carol R. Jensen⁽⁴⁾	12,138	*
Jay B. Knoll	11,743	*
Keith Larson	500	*
Ramakumar Mayampurath	1,591	*
Ganesh Moorthy⁽⁵⁾	9,900	*
Jeff J. Owens	4,450	*
Helene Simonet	9,100	*
Peter C. Wallace	8,597	*
All Current Directors and Executive Officers as a Group (16 People)⁽¹⁾	220,807	1.18%

			Page
Article I THE MERGER			A-1
	1.1	The Merger	A-1
	1.2	Closing	A-1
	1.3	Effective Time	A-2
	1.4	Effects of the Merger	A-2
	1.5	Surviving Corporation Governance and Additional Matters	A-2
Article II MERGER CONSIDERATION; EFFECT OF THE MERGER ON CAPITAL STOCK			A-2
	2.1	Merger Consideration; Conversion of Shares of Company Capital Stock	A-2
	2.2	Conversion of Shares of Company Capital Stock	A-2
	2.3	Merger Sub	A-3
	2.4	Treatment of Equity Awards	A-3
Article III DELIVERY OF MERGER CONSIDERATION; PROCEDURES FOR SURRENDER			A-4
	3.1	Exchange Agent	A-4
	3.2	Procedures for Surrender	A-4
	3.3	No Transfers	A-5
	3.4	Termination of Exchange Fund	A-5
	3.5	Lost, Stolen or Destroyed Certificates	A-5
	3.6	Appraisal Rights	A-5
	3.7	Withholding Rights	A-6
	3.8	Adjustments to Prevent Dilution	A-6
	3.9	Transfers of Ownership	A-6
	3.10	No Liability	A-6
Article IV REPRESENTATIONS AND WARRANTIES OF THE COMPANY			A-7
	4.1	Organization, Good Standing and Qualification	A-7
	4.2	Subsidiaries	A-7
	4.3	Company Capital Structure	A-7
	4.4	Corporate Authority; Approval	A-8
	4.5	Governmental Filings; No Violations; Certain Contracts	A-8
	4.6	Reports; Internal Controls	A-9
	4.7	Financial Statements	A-10
	4.8	Absence of Certain Changes or Events	A-10
	4.9	Litigation and Liabilities	A-10
	4.10	Employee Benefits	A-11
	4.11	Labor Matters	A-12
	4.12	Compliance with Laws; Licenses	A-13
	4.13	Takeover Statutes; No Rights Plan	A-14
	4.14	Environmental Matters	A-14
	4.15	Tax Matters	A-15
	4.16	Intellectual Property	A-16
	4.17	Insurance	A-17
	4.18	Material Contracts	A-17
	4.19	Title to Assets	A-18
	4.20	Real Property	A-19
	4.21	Affiliate Transactions	A-19
	4.22	Company Recommendation and Fairness	A-19
	4.23	Company Brokers and Finders	A-19
	4.24	Company Voting Requirements	A-19
	4.25	No Other Representations or Warranties; Non-Reliance	A-19

			Page
Article V REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB			A-20
	5.1	Organization, Good Standing and Qualification	A-20
	5.2	Corporate Authority; Approval	A-20
	5.3	Governmental Filings; No Violations	A-20
	5.4	Litigation	A-20
	5.5	Financing	A-21
	5.6	Ownership of Merger Sub; No Prior Activities	A-21
	5.7	Ownership of Shares; Interested Stockholder	A-21
	5.8	Brokers and Finders	A-22
	5.9	No Other Representations or Warranties; Non-Reliance	A-22
Article VI COVENANTS			A-22
	6.1	Interim Operations	A-22
	6.2	Acquisition Proposals; Change of Recommendation	A-26
	6.3	Proxy Statement Filing; Information Supplied	A-29
	6.4	Shareholders Meeting	A-30
	6.5	Cooperation; Efforts to Consummate	A-31
	6.6	Financing and Indebtedness	A-33
	6.7	Information; Access and Reports	A-36
	6.8	Stock Exchange Listing and Delisting	A-37
	6.9	Publicity	A-37
	6.10	Employee Benefits	A-37
	6.11	Expenses	A-38
	6.12	Indemnification; Directors’ and Officers’ Insurance	A-38
	6.13	Takeover Statutes	A-40
	6.14	Section 16 Matters	A-40
	6.15	Shareholder Litigation	A-40
	6.16	Notification of Certain Matters	A-40
	6.17	Approval of Sole Stockholder of Merger Sub	A-40
	6.18	Alternative Acquisition Structure Election	A-40
Article VII CONDITIONS			A-41
	7.1	Conditions to Each Party’s Obligation to Effect the Merger	A-41
	7.2	Conditions to Obligations of Parent and Merger Sub	A-41
	7.3	Conditions to Obligation of the Company	A-42
Article VIII TERMINATION			A-42
	8.1	Termination by Mutual Written Consent	A-42
	8.2	Termination by Either the Company or Parent	A-42
	8.3	Termination by Parent	A-43
	8.4	Termination by the Company	A-44
	8.5	Effect of Termination and Abandonment	A-44
Article IX MISCELLANEOUS AND GENERAL			A-46
	9.1	Survival	A-46
	9.2	Amendment; Waiver	A-46
	9.3	Counterparts	A-46
	9.4	Governing Law and Venue; Submission to Jurisdiction; Selection of Forum; Waiver of Trial by Jury	A-46
	9.5	Specific Performance	A-47
	9.6	Notices	A-47
	9.7	Definitions	A-48
	9.8	Entire Agreement	A-59
	9.9	Third-Party Beneficiaries	A-59

		Page
9.10	Fulfillment of Obligations	A-59
9.11	Non-Recourse	A-60
9.12	Severability	A-60
9.13	Interpretation; Construction	A-60
9.14	Successors and Assigns	A-60
9.15	Financing Parties	A-61

			If to Parent or Merger Sub:

						974 Centre Road
						Chestnut Run Plaza, Building 730
						Wilmington, Delaware 19805
						Attention: Erik T. Hoover
						E-mail: [***]

			With a copy (which shall not constitute notice) to:

						Skadden, Arps, Slate, Meagher & Flom LLP
						One Manhattan West
						New York, New York 10001
						Attention: Brandon Van Dyke
						E-mail: [***]

			If to the Company:

						2225 W. Chandler Blvd.
						Chandler, Arizona 85224
						Attention: Jay B. Knoll
						E-mail: [***]

			With a copy (which shall not constitute notice) to:

						Covington & Burling LLP
						One CityCenter, 850 Tenth Street, NW
						Washington, District of Columbia 20001
						Attention: W. Andrew Jack Kyle Rabe
						E-mail: [***]
						[***]

DUPONT DE NEMOURS, INC.

By	/s/ Raj Ratnaker
	Name:	Raj Ratnaker
	Title:	Senior Vice President and Chief Strategy Officer

CARDINALIS MERGER SUB, INC.

By	/s/ Erik T. Hoover
	Name:	Erik T. Hoover
	Title:	Senior Vice President and General Counsel

ROGERS CORPORATION

By	/s/ Bruce D. Hoechner
	Name:	Bruce D. Hoechner
	Title:	President and Chief Executive Officer