Rogers Corp. Announces 2024 Annual Meeting of Shareholders on May 1, 2024

Ticker: ROG · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 84748

Rogers Corp DEF 14A Filing Summary
FieldDetail
CompanyRogers Corp (ROG)
Form TypeDEF 14A
Filed DateMar 22, 2024
Risk Levellow
Pages15
Reading Time18 min
Key Dollar Amounts$3,285,325, $32,223, $95,250, $7,900, $3,420,698
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Annual Meeting, Shareholder Vote, Rogers Corp, DEF 14A

TL;DR

<b>Rogers Corporation will hold its 2024 Annual Meeting of Shareholders on May 1, 2024, offering both in-person and virtual attendance options.</b>

AI Summary

ROGERS CORP (ROG) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. The 2024 Annual Meeting of Shareholders for Rogers Corporation will be held on May 1, 2024. The meeting will take place at 8:30 a.m. local time at the company's Global Headquarters in Chandler, Arizona. Shareholders can also attend virtually via webcast at www.virtualshareholdermeeting.com/ROG2024. Shareholders of record as of March 1, 2024, are entitled to vote at the meeting. The proxy statement details the business to be conducted and provides instructions for voting.

Why It Matters

For investors and stakeholders tracking ROGERS CORP, this filing contains several important signals. This filing is a definitive proxy statement (DEF 14A), indicating it contains important information for shareholders regarding the upcoming annual meeting and voting procedures. The meeting date and record date are critical for shareholders to ensure they are eligible to vote on company matters and director elections.

Risk Assessment

Risk Level: low — ROGERS CORP shows low risk based on this filing. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational performance data presented.

Analyst Insight

Shareholders should review the proxy statement to understand the agenda for the May 1, 2024 meeting and cast their votes.

Key Numbers

  • May 1, 2024 — Annual Meeting Date (2024 Annual Meeting of Shareholders)
  • 8:30 a.m. — Meeting Time (Local time for the Annual Meeting)
  • March 1, 2024 — Record Date (Shareholders eligible to vote must be of record on this date)

Key Players & Entities

  • ROGERS CORP (company) — Registrant
  • Peter C. Wallace (person) — Chairman of the Board of Directors
  • May 1, 2024 (date) — Annual Meeting Date
  • March 1, 2024 (date) — Record Date
  • 2225 W. Chandler Blvd., Chandler, Arizona 85224 (location) — Company Headquarters

FAQ

When did ROGERS CORP file this DEF 14A?

ROGERS CORP filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by ROGERS CORP (ROG).

Where can I read the original DEF 14A filing from ROGERS CORP?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by ROGERS CORP.

What are the key takeaways from ROGERS CORP's DEF 14A?

ROGERS CORP filed this DEF 14A on March 22, 2024. Key takeaways: The 2024 Annual Meeting of Shareholders for Rogers Corporation will be held on May 1, 2024.. The meeting will take place at 8:30 a.m. local time at the company's Global Headquarters in Chandler, Arizona.. Shareholders can also attend virtually via webcast at www.virtualshareholdermeeting.com/ROG2024..

Is ROGERS CORP a risky investment based on this filing?

Based on this DEF 14A, ROGERS CORP presents a relatively low-risk profile. The filing is a routine proxy statement for an annual shareholder meeting, with no immediate financial or operational performance data presented.

What should investors do after reading ROGERS CORP's DEF 14A?

Shareholders should review the proxy statement to understand the agenda for the May 1, 2024 meeting and cast their votes. The overall sentiment from this filing is neutral.

How does ROGERS CORP compare to its industry peers?

Rogers Corporation operates in the materials sector, specifically focusing on engineered materials for various industries.

Are there regulatory concerns for ROGERS CORP?

This filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

Industry Context

Rogers Corporation operates in the materials sector, specifically focusing on engineered materials for various industries.

Regulatory Implications

This filing is made under the Securities Exchange Act of 1934, specifically Schedule 14A, which governs proxy solicitations.

What Investors Should Do

  1. Shareholders should verify their eligibility to vote based on the March 1, 2024 record date.
  2. Review the proxy statement for details on proposals and director nominees before the May 1, 2024 meeting.
  3. Follow instructions provided in the proxy materials to cast votes either before or during the annual meeting.

Key Dates

  • 2024-05-01: Annual Meeting of Shareholders — Shareholders will vote on company matters and elect directors.
  • 2024-03-01: Record Date — Establishes eligibility for shareholders to vote at the annual meeting.

Year-Over-Year Comparison

This is a DEF 14A filing for the 2024 annual meeting, distinct from previous filings which might have included quarterly or annual financial reports.

Filing Stats: 4,474 words · 18 min read · ~15 pages · Grade level 12.7 · Accepted 2024-03-22 09:01:48

Key Financial Figures

  • $3,285,325 — r fees paid to PwC. 2023 Audit Fees $3,285,325 Audit Related Fees $32,223 Tax Fees
  • $32,223 — it Fees $3,285,325 Audit Related Fees $32,223 Tax Fees $95,250 All Other Fees $7,
  • $95,250 — Audit Related Fees $32,223 Tax Fees $95,250 All Other Fees $7,900 Total Fees $3
  • $7,900 — 223 Tax Fees $95,250 All Other Fees $7,900 Total Fees $3,420,698 Executive Comp
  • $3,420,698 — 50 All Other Fees $7,900 Total Fees $3,420,698 Executive Compensation We ask that ou

Filing Documents

Executive Compensation

Executive Compensation We ask that our shareholders annually approve on an advisory basis our named executive officer ("NEO") compensation. Our Board of Directors (the "Board") recommends a FOR vote because it believes that our compensation policies and practices for named executive officers are effective in achieving the Company's goals of rewarding sustained financial and operating performance and leadership excellence, aligning such executives' long-term interest with those of our shareholders, and motivating our executives to remain with the Company for long and productive careers. At our most recent regularly held annual meeting, approximately 97% of the votes cast by our shareholders approved our executive compensation. 5 TABLE OF CONTENTS Proxy Statement Table of Contents Proposal 1 - Election of Directors 7 Our Corporate Governance 11 Board Committees 11 Board Structure and Board Chair 12 Meetings of Non-Management Directors 12 Appropriateness of Leadership Structure 12 Director Independence 13 Board Diversity 13 ESG Oversight 13 Risk Management 13 Insider Trading Policy 14 Location of Corporate Governance Documents 14 Shareholder Director Nominations and Proposals for 2025 14 Communications with Members of the Board 14 Environmental, Social and Governance (ESG) Practices 15 Proposal 2 - Ratification of the Selection of our Independent Auditor 16 Proposal 3 - Advisory Vote on Executive Compensation 18 Compensation & Organization Committee Report 19 Compensation Discussion and Analysis 20

Executive Compensation

Executive Compensation 28 Director Compensation 38

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 40 Related Party Transactions 41 Annual Meeting Information 42 6 TABLE OF CONTENTS Proposal 1 - Election of Directors The first proposal to be voted on at the Annual Meeting will be the election of eight director nominees. Our Board currently consists of nine directors. Keith Barnes, a director since 2015, has reached the age of 72 and, pursuant to our Corporate Governance Guidelines, will not stand for re-election and his term as a director will end at the conclusion of the Annual Meeting. The Board extends its gratitude to Mr. Barnes for his counsel, collegiality, and significant contributions during his many years of service as a director of the Company. Additionally, on January 11, 2024, Ganesh Moorthy, a director since 2013, resigned from our Board. The Board thanks Mr. Moorthy for his valuable insights, perspective, and commitment during his service on our Board. On January 13, 2024, our Board, upon recommendation of its Nominating, Governance & Sustainability Committee, filled the vacancy created by Mr. Moorthy's resignation and elected Donna M. Costello to serve as a director. If elected, each nominee will serve until the next annual meeting of shareholders and thereafter until their successors are chosen and qualified. The Board has been advised that each nominee will serve if elected. All of the nominees are currently directors of Rogers and, with the exception of Ms. Costello, all directors were elected to their present term at the 2023 Annual Meeting of Shareholders. Vote Required To be elected, each director requires the affirmative vote of the holders of a plurality of the votes cast. This means that the nominees who receive the highest number of affirmative votes cast will be elected irrespective of how small the number of affirmative votes is in comparison to the total number of shares voted. Our Board, however, has adopted a majority vote policy, under which, in an unconte

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