ROGERS CORP 8-K

What Happened Rogers Corporation announced that at its May 6, 2026 annual meeting shareholders approved a new Rogers Corporation 2026 Employee Stock Purchase Plan (the “2026 ESPP”) and re-elected all nine director nominees. The 2026 ESPP provides eligible employees the opportunity to buy company shares and will replace the prior Employee Stock Purchase Plan for offering periods beginning on or after June 16, 2026.

Key Details

• 2026 ESPP: 200,000 new shares reserved plus any shares remaining under the Prior Plan after the offering period ending June 15, 2026; the full plan text is filed as Exhibit 10.1.
• Shareholder vote on the 2026 ESPP: For 16,315,597; Against 34,691; Abstain 32,795; Broker non-votes 495,901.
• Directors re-elected (each to serve until next annual meeting); sample vote totals: Eric H. Starkloff 16,329,397 For; Jeffrey J. Owens 16,059,768 For; broker non-votes 495,901 remained consistent across director votes.
• Other votes: Ratification of PricewaterhouseCoopers LLP as auditor — For 16,735,256; non-binding approval of 2025 executive compensation (say-on-pay) — For 15,944,114.

Why It Matters The approved ESPP creates a structured way for employees to acquire Rogers stock, which can aid retention and align employee and shareholder interests; it also authorizes potential dilution of up to 200,000 shares plus any leftover shares from the prior plan. Re-election of the full board and ratification of the auditor signal continuity in governance and oversight. The non-binding say-on-pay approval indicates majority shareholder support for 2025 executive compensation.