Rogers (NYSE: ROG) holders back directors, pay and 2026 ESPP
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Rogers Corporation reported results of its May 6, 2026 annual shareholder meeting, where investors approved the Rogers Corporation 2026 Employee Stock Purchase Plan (2026 ESPP) and routine governance items.
The 2026 ESPP authorizes 200,000 shares of common stock plus any shares remaining under the prior plan after the offering period ending June 15, 2026. It will replace the existing employee stock purchase plan for offering periods starting on or after June 16, 2026. Shareholders also elected nine directors, ratified PricewaterhouseCoopers LLP as independent auditor for the fiscal year ending December 31, 2026, and approved 2025 executive compensation on a non-binding advisory basis.
Positive
- None.
Negative
- None.
8-K Event Classification
3 items: 5.02, 5.07, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
2026 ESPP share pool: 200,000 shares
Auditor ratification votes for: 16,735,256 votes
Auditor ratification votes against: 139,828 votes
+5 more
8 metrics
2026 ESPP share pool
200,000 shares
New Rogers Corporation 2026 Employee Stock Purchase Plan
Auditor ratification votes for
16,735,256 votes
PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
Auditor ratification votes against
139,828 votes
PricewaterhouseCoopers LLP ratification
Say-on-pay votes for
15,944,114 votes
Approval of 2025 compensation for named executive officers
Say-on-pay votes against
412,113 votes
Non-binding advisory vote on 2025 executive compensation
2026 ESPP votes for
16,315,597 votes
Shareholder approval of Rogers Corporation 2026 ESPP
2026 ESPP votes against
34,691 votes
Opposition to Rogers Corporation 2026 ESPP
Broker non-votes
495,901 votes
Non-voting shares on director, say-on-pay, and ESPP items
Key Terms
Employee Stock Purchase Plan, broker non-votes, independent registered public accounting firm, non-binding advisory basis, +1 more
5 terms
Employee Stock Purchase Plan financial
"approved the Rogers Corporation 2026 Employee Stock Purchase Plan (the “2026 ESPP”)."
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
broker non-votes financial
"For | Withheld | Broker Non-Votes Larry L. Berger | 16,118,877 | 264,206 | 495,901"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
non-binding advisory basis regulatory
"approved, on a non-binding advisory basis, the 2025 compensation paid to the Company's named executive officers"
A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.
definitive proxy statement regulatory
"A summary of the material terms of the 2026 ESPP is set forth in the Company’s definitive proxy statement"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
FAQ
When does the Rogers 2026 ESPP replace the prior employee stock purchase plan?
The 2026 ESPP will replace the prior employee stock purchase plan for offering periods commencing on or after June 16, 2026. The prior plan continues only through the offering period that ends June 15, 2026, after which new purchases fall under the 2026 ESPP.
What were the 2026 auditor ratification results for Rogers Corporation?
Shareholders ratified PricewaterhouseCoopers LLP as Rogers’ independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote was 16,735,256 for, 139,828 against, and 3,900 abstain, showing strong overall support for retaining the audit firm.