ROPER TECHNOLOGIES INC
For the period ended May 19, 2026. Filed Apr 7, 2026.
View on SEC.govAbout this filing
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 19, 2026 · Filed Apr 7, 2026
Contents
PROXY STATEMENT SUMMARY
This summary highlights information about Roper Technologies, Inc. (the “Company”, “Roper”, “we”, “us” or “our”) and the upcoming 2026 Annual Meeting of Shareholders (the “2026 Annual Meeting”). It does not contain all of the information you should consider. We recommend reading the complete proxy statement (the “Proxy Statement”) and our 2025 Annual Report to Shareholders (the “2025 Annual Report”), which includes our Annual Report on Form 10-K, before voting. The Proxy Statement and the enclosed proxy card are being mailed or otherwise made available to shareholders on or about April 7, 2026.
2026 ANNUAL MEETING OF SHAREHOLDERS
| Date and Time: Tuesday, May 19, 2026 10:00 a.m. (Eastern) | Record Date: March 23, 2026 | Place: The Westin Sarasota 100 Marina View Drive Sarasota, Florida 34236 |
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VOTING MATTERS AND BOARD RECOMMENDATIONS
| Proposals | Board Recommendation | Vote Required |
|---|
| 1: | Election of nine director nominees for a one-year term | FOR EACH NOMINEE | Majority of votes cast |
|---|---|---|---|
| 2: | Advisory vote to approve the compensation of our named executive officers | FOR | Majority of shares present in person or represented by proxy and entitled to vote |
| 3: | Ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026 | FOR | Majority of shares present in person or represented by proxy and entitled to vote |
| 4: | Approval of an Amendment to the Roper Technologies, Inc. 2021 Incentive Plan | FOR | Majority of shares present in person or represented by proxy and entitled to vote |
| 5: | Approval of the Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan | FOR | Majority of shares present in person or represented by proxy and entitled to vote |
| 6: | Shareholder proposal regarding a strategic review of a proposed spin-off of the Application Software and Network Software segments. | AGAINST | Majority of shares present in person or represented by proxy and entitled to vote |
| Roper Technologies, Inc. 2026 Proxy Statement | i |
2026 DIRECTOR NOMINEES
Shareholders are electing all nine director nominees who each will serve for a one-year term expiring at the 2027 Annual Meeting of Shareholders (the “2027 Annual Meeting”).
COMMITTEES
| Name and Primary Occupation | Age | Director Since | Independent | AC | CC | NGC | EC |
|---|---|---|---|---|---|---|---|
| Shellye L. Archambeau Former Chief Executive Officer, MetricStream, Inc. | 63 | 2018 | l | Chair | l | ||
| Amy Woods Brinkley Retired Chief Risk Officer, Bank of America Corp. | 70 | 2015 | l | l | l | Chair | |
| Irene M. Esteves Former Executive Vice President, Chief Financial Officer, Spirit AeroSystems Holdings, Inc. | 67 | 2021 | l | l | l | ||
| L. Neil Hunn President and Chief Executive Officer, Roper Technologies, Inc. | 54 | 2018 | |||||
| Robert D. Johnson Former Chairman, Spirit AeroSystems Holdings, Inc. | 78 | 2005 | l | l | l | ||
| Thomas P. Joyce, Jr. Retired President and Chief Executive Officer, Danaher Corporation | 65 | 2021 | l | l | l | ||
| John F. Murphy Former Executive Vice President and Chief Financial Officer, Adobe Inc. | 57 | 2024 | l | l | l | ||
| Laura G. Thatcher Retired Head of Executive Compensation Practice, Alston & Bird LLP | 70 | 2015 | l | Chair | l | ||
| Richard F. Wallman Retired Chief Financial Officer and Senior Vice President, Honeywell International Inc. | 75 | 2007 | l | Chair | l | ||
AC = Audit Committee CC = Compensation Committee NGC = Nominating and Governance Committee EC = Executive Committee
CORPORATE GOVERNANCE
We strive to maintain effective corporate governance practices and policies, including:
Shareholder Outreach: We regularly engage our shareholders for feedback to learn their views on the Company’s strategy and performance, sustainability program, as well as any other governance matters of concern.
One-Year Terms for Directors: All of our directors serve one-year terms.
| ii | Roper Technologies, Inc. 2026 Proxy Statement |
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Independent Directors: All of our directors, except our CEO, are independent, as is each member of the Audit, Compensation, Executive, and Nominating and Governance Committees.
Independent Chair of the Board: Our Chair of the Board is independent.
Majority Voting Standards for Uncontested Director Elections: We require any incumbent director who fails to obtain a majority vote in uncontested elections to tender his or her resignation.
Proxy Access: Our proxy access provision permits a shareholder, or a group of up to 20 shareholders, that has owned at least 3% of our outstanding common stock continuously for at least three years to nominate and include in our proxy materials up to the greater of two directors or 20% of the number of our directors then in office, provided that the shareholders and the nominees satisfy the requirements set forth in our By-laws.
Shareholder Engagement: We highly value feedback from our shareholders. In addition to our traditional Investor Relations engagement efforts, we have had discussions with numerous shareholders on sustainability topics including climate change, cybersecurity, data privacy, and talent management. These discussions have been extremely helpful in identifying issues of importance to our investors as we continue to evolve our sustainability program. We also shared feedback received during these discussions with our Compensation Committee and Nominating and Governance Committee, informing their decision-making.
Anti-Hedging and Anti-Pledging Policy: We have both anti-hedging and anti-pledging policies.
Insider Trading Policy: We have adopted a securities transaction compliance program applicable to our directors, officers, and employees governing the purchase, sale, and other disposition of our securities.
Board Refreshment/Term Limits: The mandatory retirement age for directors joining the Board prior to 2020 is 80. Directors joining our Board after January 1, 2020 are required to retire upon the earlier of (i) the attainment of age 80, and (ii) the 15-year anniversary of the first annual shareholders meeting following the date the director joined the Board.
| Roper Technologies, Inc. 2026 Proxy Statement | iii |
BOARD SNAPSHOT
| iv | Roper Technologies, Inc. 2026 Proxy Statement |
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BUSINESS HIGHLIGHTS
We achieved another year of strong results in 2025: (1)
| • | GAAP revenue increased 12% to $7.90 billion and organic revenue increased 5% |
| • | GAAP net earnings were $1.54 billion while adjusted net earnings increased 9% to $2.16 billion |
| • | Adjusted EBITDA increased 11% to $3.14 billion |
| • | GAAP operating cash flow increased 6% to $2.54 billion, adjusted operating cash flow increased 7% to $2.57 billion, and adjusted free cash flow increased 8% to $2.47 billion |
| • | We deployed $3.3 billion of capital toward vertical-market software acquisitions, highlighted by CentralReach, a leading provider of SaaS and AI-enabled solutions enabling the workflow and administration of applied behavior analysis therapy for autism spectrum disorder and related disabilities care, for $1.85 billion, and Subsplash, a leading provider of AI-enabled SaaS providing digital engagement, as well as church management and integrated giving solutions for faith-based organizations for $800 million |
| • | We authorized the repurchase of up to $3.0 billion of our common stock, and through February 20, 2026, repurchased approximately 4.844 million shares for approximately $1.814 billion |
| • | Our annual dividend increased by 10%, increasing for the 33rd consecutive year |
| (1) | Certain financial information is presented on an adjusted (non-GAAP) basis. A reconciliation from non-GAAP financial measures to the most comparable GAAP measure and other related information is available in “Appendix A—Reconciliations.” |
COMPENSATION HIGHLIGHTS
The creation of shareholder value is the foundation and driver of our executive compensation program. Aspects of our program that closely align the compensation of our executive officers with the long-term interests of our shareholders include the following:
Pay for Performance: Almost all of our executive officer compensation is tied to pre-set, objective performance criteria and long-term shareholder value creation. In 2025, total direct compensation at target that was at risk and tied to stock price and performance objectives was 96% for our CEO, and 91% on average for our other named executive officers.
Performance-Based Equity: All restricted stock and restricted stock unit awards made to our executive officers are subject to satisfaction of performance criteria (no stock awards are solely time-based).
Double Trigger Vesting:“Double trigger” vesting of equity awards if a change in control occurs; no excise tax gross-ups for change-in-control payments.
Three Year Vesting for Equity Awards: Equity awards made to all named executive officers may vest only at the end of a three-year period.
Stock Ownership Guidelines: Substantial share ownership and retention guidelines for our executive officers and non-employee directors.
Clawback Policy: We have a Nasdaq-compliant clawback policy to recoup certain erroneously paid cash and equity compensation. The Board has also adopted a supplemental clawback policy allowing the Board to seek recoupment of incentive-based compensation (cash or equity, including time-based equity) from its executive officers in the event of certain misconduct.
Dividends Only on Shares Earned: Dividends and dividend equivalents on executive officers’ performance-based equity awards are paid only if the shares are earned.
Annual Bonus Caps: We have caps on annual bonuses to avoid an excessive short-term focus and potentially adverse risk-taking.
No Repricing: Repricing of stock options absent shareholder approval is prohibited.
| Roper Technologies, Inc. 2026 Proxy Statement | v |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.