Roper (NASDAQ: ROP) investors approve new equity plans, reject spin-off review

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Roper Technologies, Inc. reported results of its 2026 Annual Meeting of Shareholders. Investors approved an amendment to the 2021 Incentive Plan, bringing the total shares of common stock authorized for awards to 23,409,479, including 14,150,000 new shares approved in 2026.

Shareholders also approved an amended and restated Employee Stock Purchase Plan effective July 1, 2026, authorizing 2,000,000 shares for purchase, including 1,000,000 new shares, and increasing the purchase discount to 15% and maximum payroll deductions to 15% of compensation. Directors were elected, executive compensation received majority support, the auditor was ratified, and a shareholder proposal for a strategic review of a potential spin-off of the Application Software and Network Software segments was not approved.

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

Incentive plan share pool: 23,409,479 shares New incentive shares 2026: 14,150,000 shares ESPP total share pool: 2,000,000 shares +5 more

8 metrics

Incentive plan share pool 23,409,479 shares Total shares approved for issuance or transfer under Amended 2021 Plan

New incentive shares 2026 14,150,000 shares New shares of common stock approved at 2026 Annual Meeting

ESPP total share pool 2,000,000 shares Total shares approved for purchase under Amended ESPP

New ESPP shares 2026 1,000,000 shares Additional ESPP shares authorized at 2026 Annual Meeting

Say-on-pay support 83,849,113 shares for Advisory vote to approve executive compensation

Auditor ratification support 88,546,277 shares for Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Spin-off review opposition 88,537,496 shares against Shareholder proposal on strategic review of proposed spin-off

ESPP discount rate 15% Discount on purchases of common stock under Amended ESPP

Key Terms

Amended 2021 Plan, Employee Stock Purchase Plan, non-binding advisory vote, independent registered public accounting firm, +2 more

6 terms

Amended 2021 Plan financial

"as amended as of May 19, 2026, the “Amended 2021 Plan”"

Employee Stock Purchase Plan financial

"amendment and restatement of the Roper Technologies, Inc. Employee Stock Purchase Plan"

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.

non-binding advisory vote financial

"A non-binding advisory vote to approve the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

independent registered public accounting firm financial

"Ratification of the appointment 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.

Broker Non-Votes financial

"For Against Abstentions Broker Non-Votes 83,849,113 5,263,112 473,255 3,763,677"

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.

dividend equivalents financial

"other stock- or cash-based awards, certain performance awards and dividend equivalents"

Payments tied to employee or contractor equity awards that mirror the cash dividends paid on the company’s stock; they give the holder the same economic benefit as owning the shares without transferring actual shares—often paid in cash or additional award units when the award becomes payable. Investors care because these payments affect a company’s compensation costs, cash flow and potential share dilution, and they signal how management is being rewarded and aligned with shareholders.

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Understanding 8-K Material Events →

05/19/2026 - 03:04 PM

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

May 19, 2026

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.)

6496 University Parkway, Sarasota, Florida		34240
(Address of principal executive offices)		(Zip Code)

(941) 556-2601

(Registrant’s telephone number, including area code)

(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:

☐	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 Class

Trading
Symbol(s)

Name of Each Exchange

on Which Registered

Common Stock, $0.01 Par Value

ROP

The Nasdaq Stock Market LLC

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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.

Amendment to Roper Technologies, Inc. 2021 Incentive Plan

Roper Technologies, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on May 19, 2026, in Sarasota, Florida (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved an amendment to the Roper Technologies, Inc. 2021 Incentive Plan (the original plan, the “2021 Plan,” and as amended as of May 19, 2026, the “Amended 2021 Plan”).

In general, the Amended 2021 Plan continues to allow the Compensation Committee of the Company’s Board of Directors to grant cash or equity-based compensation, primarily in the form of stock options, stock appreciation rights, restricted or unrestricted stock, restricted or deferred stock units, other stock- or cash-based awards, certain performance awards and dividend equivalents, to Company non-employee directors, officers and other employees of the Company and certain consultants to the Company. The purpose of the Amended 2021 Plan continues to be to promote the success and enhance the value of the Company by linking the individual interests of potential awardees to those of Company shareholders by providing such awardees with awards that incentivize performance or service and help the Company motivate, attract, and retain the services of potential awardees. Subject to adjustment as described in the Amended 2021 Plan and the Amended 2021 Plan’s share counting rules, a total of 23,409,479 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) have been approved for issuance or transfer for awards (consisting of 14,150,000 new shares approved in 2026 at the Annual Meeting and 9,259,479 shares previously approved by the Company’s shareholders for the 2021 Plan in 2021).

In particular, Company shareholder approval of the amendment to the 2021 Plan at the Annual Meeting: (1) increased the number of shares for issuance or transfer under the Amended 2021 Plan by 14,150,000 new shares of Common Stock; and (2) eliminated an exception to the one-year minimum vesting requirements for awards to Company non-employee directors.

A more detailed description of the Amended 2021 Plan was set forth in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”) under the heading “Proposal 4: Approval of an Amendment to the Roper Technologies, Inc. 2021 Incentive Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended 2021 Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan

At the Annual Meeting, the shareholders of the Company also approved an amendment and restatement of the Roper Technologies, Inc. Employee Stock Purchase Plan (the original plan, the “ESPP,” and as amended and restated effective July 1, 2026, the “Amended ESPP”). The Amended ESPP will become effective on July 1, 2026.

The purpose of the Amended ESPP is to help ensure that the Company is able to continue to provide employees interested in participating in the Amended ESPP with the opportunity to share in the Company’s future success by acquiring shares of Common Stock under purchase options. Subject to adjustments as described in the Amended ESPP, a total of 2,000,000 shares of Common Stock have been approved for purchase (consisting of 1,000,000 new shares approved in 2026 at the Annual Meeting and 1,000,000 shares previously approved by the Company’s shareholders for the ESPP in 2000).

In particular, Company shareholder approval of the Amended ESPP at the Annual Meeting (1) increased the aggregate number of shares of Common Stock authorized to be issued and sold under the Amended ESPP by 1,000,000; (2) increased participants’ permissible payroll deductions from a maximum of 10% to a maximum of 15% of compensation; (3) increased the discount applicable to purchases of Common Stock from 10% to 15%; (4) reduced the number of offering periods from four three-month offering periods to two three-month offering periods; and (5) made certain other administrative and conforming changes.

A more detailed description of the Amended ESPP was set forth in the Company’s definitive Proxy Statement for the Annual Meeting under the heading “Proposal 5: Approval of the Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended ESPP, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.

Item 5.07.

Submission of Matters to a Vote of Security Holders.

The Company held the Annual Meeting on May 19, 2026, in Sarasota, Florida. 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, 3, 4 and 5 were approved. Proposal 6 was not 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 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.


	For		Against		Abstentions		Broker Non-Votes
Shellye L. Archambeau		86,686,133		2,860,162		39,185		3,763,677
Amy Woods Brinkley		88,030,769		1,497,221		57,490		3,763,677
Irene M. Esteves		86,695,789		803,334		86,357		3,763,677
L. Neil Hunn		89,065,993		472,469		47,018		3,763,677
Robert D. Johnson		87,466,644		2,046,905		71,931		3,763,677
Thomas P. Joyce, Jr.		89,114,986		433,221		37,273		3,763,677
John F. Murphy		89,151,789		396,788		36,903		3,763,677
Laura G. Thatcher		86,658,125		2,890,002		37,353		3,763,677
Richard F. Wallman		86,315,141		3,199,150		71,189		3,763,677

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
83,849,113	5,263,112	473,255	3,763,677

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.


For	Against	Abstentions
88,546,277	4,766,958	35,922

Proposal 4: Approval of an amendment to the Roper Technologies, Inc. 2021 Incentive Plan.


For	Against	Abstentions	Broker Non-Votes
84,126,250	5,239,271	219,959	3,763,677

Proposal 5: Approval of the Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan.


For	Against	Abstentions	Broker Non-Votes
89,462,203	74,544	48,733	3,763,677

Proposal 6: Shareholder proposal regarding a strategic review of a proposed spin-off of the Application Software and Network Software segments.


For	Against	Abstentions	Broker Non-Votes
536,956	88,537,496	510,953	3,763,752

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


10.1		Roper Technologies, Inc. 2021 Incentive Plan, as amended through May 19, 2026.

10.2		Roper Technologies, Inc. Employee Stock Purchase Plan, as amended and restated effective July 1, 2026.

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.


		ROPER TECHNOLOGIES, INC.
		(Registrant)

Date: May 19, 2026	By:	/s/ John K. Stipancich
		John K. Stipancich
		Executive Vice President, General Counsel and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What incentive plan changes did Roper (ROP) shareholders approve in 2026?

Roper shareholders approved an amendment to the 2021 Incentive Plan, authorizing 23,409,479 shares for potential awards. This includes 14,150,000 new shares approved in 2026 and 9,259,479 shares previously approved, supporting ongoing equity and cash-based compensation.

How did Roper (ROP) revise its Employee Stock Purchase Plan in 2026?

Roper shareholders approved an amended Employee Stock Purchase Plan, effective July 1, 2026, covering 2,000,000 shares. The changes include 1,000,000 new shares, raising the purchase discount to 15% and increasing maximum payroll deductions to 15% of compensation.

Were Roper (ROP) directors re-elected at the 2026 Annual Meeting?

All nominated directors were elected for one-year terms ending at the 2027 Annual Meeting. Each nominee received a majority of votes cast, with additional broker non-votes reported, confirming continued board composition for the upcoming year.

Did Roper (ROP) shareholders approve executive compensation in 2026?

Shareholders approved the non-binding advisory resolution on named executive officer compensation. The vote totaled 83,849,113 shares for, 5,263,112 against, and 473,255 abstentions, with 3,763,677 broker non-votes, indicating overall support for the disclosed pay programs.

Which auditor did Roper (ROP) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 88,546,277 for, 4,766,958 against, and 35,922 abstentions, confirming the firm’s appointment.

What happened to the Roper (ROP) shareholder proposal on a potential spin-off?

A shareholder proposal requesting a strategic review of a proposed spin-off of the Application Software and Network Software segments was not approved. The vote was 536,956 shares for, 88,537,496 against, and 510,953 abstentions, with 3,763,752 broker non-votes.

Filing Exhibits & Attachments

5 documents