UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT
REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported):
May
12, 2011
ROGERS
CORPORATION
(Exact
name of Registrant as specified in Charter)
|
Massachusetts |
1-4347 |
06-0513860 |
|
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188 |
|
(Address of Principal Executive Offices and Zip Code) |
(860)
774-9605
(Registrant’s
telephone number, including area code)
Not
Applicable
(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 (see General Instruction A.2. below):
⃞ Written communications 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))
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2011 annual meeting of the shareholders (the “Meeting”) of Rogers Corporation (the “Company”) was held on May 12, 2011. Sufficient shares were present for purposes of a quorum for all five proposals. The voting results for each of the five proposals are set forth below.
| 1. | The ten nominees to the Board of Directors of the Company were elected based upon the following votes and, except as otherwise required by law, by the Company’s Articles of Organization or by the Company’s Bylaws, hold office until the next annual meeting of shareholders and thereafter until their successors have been chosen and qualified: |
| Votes | Votes | Broker | |
|
Nominee |
For |
Withheld |
Non-Votes |
| Michael F. Barry | 13,224,924 | 14,542 | 1,296,049 |
| Charles M. Brennan, III | 13,038,092 | 201,374 | 1,296,049 |
| Gregory B. Howey | 12,903,464 | 336,002 | 1,296,049 |
| J. Carl Hsu | 13,036,840 | 202,626 | 1,296,049 |
| Carol R. Jensen | 13,036,958 | 202,508 | 1,296,049 |
| Eileen S. Kraus | 13,026,458 | 213,008 | 1,296,049 |
| William E. Mitchell | 12,924,192 | 315,274 | 1,296,049 |
| Robert G. Paul | 12,903,584 | 335,882 | 1,296,049 |
| Robert D. Wachob | 13,090,608 | 148,858 | 1,296,049 |
| Peter C. Wallace | 13,007,393 | 232,073 | 1,296,049 |
| 2. | The vote on a non-binding advisory resolution to approve the executive compensation in the accompanying proxy statement for the Meeting was as follows: |
|
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
| 12,861,847 | 211,547 | 166,072 | 1,296,049 |
| 3. | The vote on a non-binding advisory resolution to determine whether a shareholder vote on a non-binding advisory resolution to approve executive compensation will occur once every one, two or three years was as follows: |
|
1 Year |
2 Years |
3 Years |
Abstentions |
Broker Non-Votes |
| 7,943,361 | 56,232 | 5,100,125 | 139,748 | 1,296,049 |
| 4. | The vote to approve an amendment to the Rogers Corporation 2009 Long-Term Equity Compensation Plan to increase the number of shares of stock for issuance thereunder from 860,000 to 1,275,000 was as follows: |
|
Votes For |
Votes Against |
Abstentions |
Broker-Non-Votes |
| 12,382,687 | 718,760 | 138,019 | 1,296,049 |
| 5. | The vote on a proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2011, was as follows: |
|
Votes For |
Votes Against |
Abstentions |
Broker-Non-Votes |
| 14,423,706 | 109,100 | 2,709 | 0 |
Based on the results of the non-binding vote in proposal 3 above, on May 12, 2011, after the Meeting, the Company’s Board of Directors took the following action:
| VOTED: | That a shareholder vote on a non-binding advisory resolution on executive compensation will be held annually until the next required vote on the frequency of such votes. |
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.
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ROGERS CORPORATION |
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By: |
/s/ Robert M. Soffer |
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Robert M. Soffer |
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Vice President and Secretary |
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Date: May 17, 2011 |
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