ROGERS CORP
For the period ended May 6, 2026. Filed Mar 24, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 6, 2026 · Filed Mar 24, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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ROGERS CORPORATION
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
| ☐ | Fee computed on table in Exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
| ☐ | Fee paid previously with preliminary materials. |
2026 Proxy Statement
Annual Meeting of Shareholders
to be held on May 6, 2026, virtually at www.virtualshareholdermeeting.com/ROG2026
Dear Shareholder:
It is my pleasure to invite you to attend the Company’s 2026 Annual Meeting of Shareholders. The meeting will be held on May 6, 2026, at 11:30 a.m. Eastern Daylight Time, virtually via webcast at: www.virtualshareholdermeeting.com/ROG2026, where you will be able to listen to the meeting live, submit questions, and vote online. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.
We welcome this opportunity to have a dialogue with our shareholders and look forward to your comments and questions.
Your vote is important. Please vote your proxy promptly so your shares can be represented. Your proxy card includes specific instructions on how to vote.
If you wish to vote during the meeting, please refer to the section of the Proxy Statement entitled “Annual Meeting Information” for specific instructions.
I look forward to the Annual Meeting on May 6 th.
Sincerely,
Armand F. Lauzon, Jr.
Chair of the Board of Directors
Rogers Corporation
Notice of 2026 Annual Meeting of Shareholders
| Date: | May 6, 2026 |
| Time: | 11:30 a.m. Eastern Daylight Time |
| Location: | Virtually via webcast at: www.virtualshareholdermeeting.com/ROG2026 |
| Record Date: | February 25, 2026. Only shareholders of record at the close of business on the Record Date are entitled to receive notice of, and to vote at, the Annual Meeting. |
| Items of business: | 1. To elect nine directors to serve until the next annual meeting;2. To ratify the selection of PricewaterhouseCoopers LLP (“PwC”) as our independent auditor for 2026;3. To approve, on a non-binding advisory basis, the compensation paid to our named executive officers;4. To approve the Rogers Corporation 2026 Employee Stock Purchase Plan; and5. To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. |
All shareholders as of the Record Date and properly appointed proxy holders may attend the 2026 Annual Meeting of Shareholders (the “Annual Meeting”) over the Internet at www.virtualshareholdermeeting.com/ROG2026. Shareholders who attend virtually must have access to the control number we have provided to you to join the Annual Meeting. Instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, will be made available at https://materials.proxyvote.com/775133. Shareholders of record will be verified against an official list available electronically at the Annual Meeting. Rogers Corporation (the “Company”) reserves the right to deny admittance to anyone who cannot adequately show proof of share ownership as of the Record Date (or demonstrate that the person holds a valid proxy from a shareholder as of the Record Date).
THE BOARD RECOMMENDS A VOTE FOR ITS NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2, 3, AND 4.
Your vote is important. Regardless of whether you plan to attend the virtual Annual Meeting, please promptly vote electronically over the Internet, by telephone, by returning your completed proxy card in the pre-addressed, postage-paid return envelope (which will be provided to those shareholders who request to receive paper copies of these materials by mail), or, if your shares are held in a street name, by returning your completed voting instruction card to your broker. If, for any reason, you desire to revoke or change your proxy, you may do so at any time before it is exercised. This proxy is solicited by the Board of Directors of Rogers Corporation.
By order of the Board of Directors:
Jessica A. Morton
Senior Vice President, General Counsel & Corporate Secretary
2225 W. Chandler Blvd.
Chandler, AZ 85224
March 24, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 6, 2026: this proxy statement and our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025, as filed with the SEC, are available at https://materials.proxyvote.com/775133.
This proxy statement and form of proxy were first sent to security holders on or about March 24, 2026.
Proxy Summary
This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information you should consider, and you should read the entire proxy statement carefully before voting.
Annual Meeting of Shareholders
| Date: | May 6, 2026 |
| Time: | 11:30 a.m. Eastern Daylight Time |
| Location: | Virtually via webcast at: www.virtualshareholdermeeting.com/ROG2026 |
| Record Date: | February 25, 2026 |
| Voting: | Shareholders as of the Record Date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. |
Meeting Agenda:
| • | Election of nine directors |
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| • | Ratification of PwC as our independent auditor for 2026 |
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| • | Advisory vote on named executive officer compensation |
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| • | To approve the Rogers Corporation 2026 Employee Stock Purchase Plan |
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| • | To transact such other business as may properly come before the meeting or any adjournment or postponement thereof |
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Voting Matters and Vote Recommendation
| Matter | Board vote recommendation | Page Reference |
| Election of directors | FOR each director nominee | Pages 8-11 |
| Ratification of PwC as our independent auditor for 2026 | FOR | Pages 17-18 |
| Advisory vote on named executive officer compensation | FOR | Page 19 |
| Approval of the Company’s 2026 Employee Stock Purchase Plan | FOR | Page 45 |
Our Director Nominees
The following table provides summary information about each director nominee. Each director is elected annually by the affirmative vote of the holders of a plurality of the votes cast. Our Board, however, has adopted a majority vote policy, under which, in an uncontested election, any director nominee for whom the number of votes “withheld” exceeds the number of votes “for” the nominee must submit his or her resignation for consideration by our Nominating, Governance & Sustainability Committee and our Board.
| Name · Age · Director Since · Principal Occupation · Directorships · Independence | ||||
|---|---|---|---|---|
| Larry L. Berger | 65 | 2023 | Retired Executive Vice President and CTO of Ecolab, Inc. | |
| Brett A. Cope(1) | 57 | CEO of Powell Industries, Inc. | Powell Industries, Inc. | |
| Donna M. Costello | 53 | 2024 | Retired CFO of C&D Technologies, Inc. | CTS Corporation; Neenah, Inc. (2019-2022); Horizon Global Corporation (2021-2023) |
| Megan Faust | 52 | 2020 | Executive Vice President and CFO of Amkor Technology, Inc. | |
| Armand F. Lauzon, Jr. | 69 | 2023 | Retired President, CEO and director of C&D Technologies, Inc. | Zekelman Industries Inc.; Northwest Hardwoods Inc.; GCP Applied Technologies Inc. (2020-2022) |
| Woon Keat Moh | 52 | 2025 | Senior Vice President and President of the Color, Additives & Inks global business segment at Avient Corporation | |
| Jeffrey J. Owens | 71 | 2017 | Retired Executive Vice President and CTO of Delphi Automotive PLC | indie Semiconductor; Cypress Semiconductor Corporation (2017-2020) |
| Anne K. Roby | 61 | 2023 | Retired Executive Vice President of Linde plc. | AMG Critical Materials N.V.; Northwell Health; CMC Materials, Inc. (2021-2022) |
| Eric H. Starkloff(1) | 51 | Retired CEO of National Instruments Corporation | Ezurio LLC | |
| (1) | Messrs. Cope and Starkloff were introduced to our Nominating, Governance & Sustainability Committee by a third-party search firm. |
Principal Accountant Fees and Services
As a matter of good corporate governance, we ask that our shareholders ratify the selection of PwC as our independent auditor for 2026. Set forth below is summary information with respect to 2025 auditor fees paid to PwC. See “Proposal 2 – Ratification of the Selection of Our Independent Auditor – Independent Auditing Firm Fees” for additional information.
| Audit Fees | $3,635,511 |
| Audit Related Fees | $24,000 |
| Tax Fees | $21,689 |
| All Other Fees | $2,000 |
| Total Fees | $3,683,200 |
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, 96% of the votes cast by our shareholders approved our executive compensation.
Proxy Statement Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.