Skip to main content

8-K

Roper Technologies Inc (ROP)

8-K 2022-06-17 For: 2022-06-15
View Original
Added on April 10, 2026

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

June 17, 2022 (June 15, 2022)

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

1-12273 51-0263969
(COMMISSION FILE NUMBER) (IRS EMPLOYER IDENTIFICATION NO.)
6901 Professional Parkway, Suite 200
Sarasota, Florida 34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

(941) 556-2601

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

______________________________________________________________________________________________________

(FORMER NAME OR 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:

☐ 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 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications 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 ClassTrading Symbol(s)Name of Each Exchange On Which RegisteredCommon Stock, $0.01 Par ValueROPNew 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 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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.

The Company held its 2022 Annual Meeting of Shareholders on June 15, 2022 in Chicago, Illinois (the “Annual Meeting”). A brief description of each of the proposals submitted to the shareholders and the vote results are set forth below. Each director nominee was elected and proposals 2 and 3 were approved.

Proposal 1: Election of directors.

Each of the director nominees identified below was elected at the Annual Meeting for a one-year term expiring at the Company’s 2023 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.

For Against Abstentions Broker Non-Votes
Shellye L. Archambeau 80,762,768 8,818,414 28,964 4,756,218
Amy Woods Brinkley 84,373,332 5,207,927 28,887 4,756,218
Irene M. Esteves 88,580,892 984,182 45,072 4,756,218
L. Neil Hunn 88,629,692 935,871 44,583 4,756,218
Robert D. Johnson 85,625,100 3,953,523 31,523 4,756,218
Thomas P. Joyce, Jr. 88,833,312 730,408 46,426 4,756,218
Laura G. Thatcher 86,301,274 3,262,863 46,009 4,756,218
Richard F. Wallman 84,773,707 4,786,390 50,049 4,756,218
Christopher Wright 85,021,357 4,539,768 49,021 4,756,218

Proposal 2: A non-binding advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Company’s proxy statement.

For Against Abstentions Broker Non-Votes
81,531,907 8,012,059 66,076 4,756,322

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.

For Against Abstentions
90,431,372 3,871,243 63,749

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.

Roper Technologies, Inc.
(Registrant)
BY: /S/ John K. Stipancich Date: June 17, 2022
John K. Stipancich,<br>Executive Vice President, General Counsel and Corporate Secretary