18 unchanged sentences
Based on the results of this assessment, management, including our Chief Executive Officer and our Chief Financial Officer, has concluded that, as of December 31, 2020, our internal control over financial reporting was effective.
−Removed: The Company’s independent registered public accounting firm, PricewaterhouseCoopers, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019 .
+Added: The Company’s independent registered public accounting firm, PricewaterhouseCoopers, LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2020, as stated in their report included under “Item 8.
+Added: Financial Statements and Supplementary Data.”
Other Information
Directors, Executive Officers and Corporate Governance
−Removed: We are incorporating by reference the information with respect to the Directors, Executive Officers and Corporate Governance set forth under the captions “Nominees for Director, Director Qualifications and Experience”, “Delinquent Section 16(a) Reports” and “Board of Directors - Meetings of the Board and Committees” in our Definitive Proxy Statement for our 2020 Annual Meeting of Shareholders, which we intend to file within 120 days after the end of our fiscal year pursuant to Section 14(a) of the Exchange Act.
+Added: We are incorporating by reference the information with respect to the Directors, Executive Officers and Corporate Governance set forth under the captions “Nominees for Director:
+Added: Qualifications and Experience” and “Board of Directors - Meetings of the Board and Committees” in our Definitive Proxy Statement for our 2021 Annual Meeting of Shareholders, which we intend to file within 120 days after the end of our fiscal year pursuant to Section 14(a) of the Exchange Act.
Information with respect to our executive officers is presented in Part I, Item 1 of this report and is hereby incorporated into this Item 10 by reference.
5 unchanged sentences
Executive Compensation
−Removed: We are incorporating by reference the information with respect to Executive Compensation set forth under the captions “Board of Directors - Directors’ Compensation”, “Board of Directors - Meetings of the Board and Committees”, “Compensation Discussion and Analysis”, “Compensation and Organization Committee Report” and “ 2019 Compensation” in our Definitive Proxy Statement for our 2020 Annual Meeting of Shareholders, which we intend to file within 120 days after the end of our fiscal year pursuant to Section 14(a) of the Exchange Act.
+Added: We are incorporating by reference the information with respect to Executive Compensation set forth under the captions “Board of Directors - Directors’ Compensation”, “Board of Directors - Meetings of the Board and Committees”, “Compensation Discussion and Analysis”, “Compensation Discussion and Analysis - Compensation and Organization Committee Report”, “Executive Compensation Tables” and “CEO Pay Ratio” in our Definitive Proxy Statement for our 2021 Annual Meeting of Shareholders, which we intend to file within 120 days after the end of our fiscal year pursuant to Section 14(a) of the Exchange Act.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The table and footnotes below describe those equity compensation plans approved and not approved by security holders of Rogers Corporation as of December 31, 2020.
−Removed: Plan Category
−Removed: Number of securities to be issued upon exercise of outstanding options, warrants and rights
−Removed: Number of securities remaining available for future issuance under each equity compensation plan excluding securities referenced in column (a)
+Added: Plan Category Number of securities to be issued upon exercise of outstanding options, warrants and rights Number of securities remaining available for future issuance under each equity compensation plan excluding securities referenced in column (a)
Equity Compensation Plans Approved by Security Holders
4 unchanged sentences
Rogers Corporation Stock Acquisition Program (5)
+Added: Total 336,975 997,487
(1) Consists of 159,752 shares for restricted stock units and 1,200 shares for deferred stock units.
4 unchanged sentences
For the periods covered by this report, the Company no longer offered capital stock to its directors under the Stock Acquisition Program.
−Removed: We are incorporating by reference the information with respect to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters set forth under the captions “Stock Ownership of Management and Directors” and “Beneficial Ownership of More Than Five Percent of Rogers’ Stock” in our Definitive Proxy Statement for our 2020 Annual Meeting of Shareholders, which we intend to file within 120 days after the end of our fiscal year pursuant to Section 14(a) of the Exchange Act.
+Added: We are incorporating by reference the information with respect to Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters set forth under the caption “Stock Ownership” in our Definitive Proxy Statement for our 2021 Annual Meeting of Shareholders, which we intend to file within 120 days after the end of our fiscal year pursuant to Section 14(a) of the Exchange Act.
Certain Relationships and Related Transactions, and Director Independence
17 unchanged sentences
The following list of exhibits includes exhibits submitted with this Form 10-K as filed with the SEC and those incorporated by reference to other filings.
−Removed: Restated Articles of Organization of Rogers Corporation, as amended, incorporated by reference to Exhibit 3a to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006 (the 2006 Form 10-K)
+Added: 3.1 Restated Articles of Organization of Rogers Corporation, as amended, incorporated by reference to Exhibit 3a to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2006.
3.2 Amended and Restated Bylaws of Rogers Corporation, effective February 11, 2016, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on February 26, 2016.
−Removed: Description of Capital Stock, filed herewith.
+Added: 4.1 Description of Capital Stock, incorporated by reference to Exhibit 4.1 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (the 2019 Form 10-K).
10.1 The Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, incorporated by reference to Exhibit 10i to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2007.**
15 unchanged sentences
10.9 Rogers Corporation 2019 Long-Term Equity Compensation Plan, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8 filed on May 14, 2019.**
−Removed: Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Plan, filed herewith.**
−Removed: Form of Time-Based Restricted Stock Unit Award Agreement under the 2019 Plan, filed herewith.**
+Added: 10.10 Form of Performance-Based Restricted Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.10 to the 2019 Form 10-K.**
+Added: 10.11 Form of Time-Based Restricted Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.11 to the 2019 Form 10-K.**
10.12 Letter Agreement between the Registrant and Bruce D.
3 unchanged sentences
10.14 Amended and Restated Employment Agreement between the Company and Helen Zhang, dated October 7, 2019, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on October 31, 2019.**
+Added: 10.15 Second Amended and Restated Employment Agreement between the Company and Helen Zhang, dated April 13, 2020, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on May 1, 2020.
10.16 Rogers Corporation Deferred Compensation Plan, incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 26, 2014.**
4 unchanged sentences
as documentation agent, incorporated by reference to Exhibit 10.24 to the Registrant’s Form 10-K for the fiscal year ended December 31, 2016.
−Removed: Form of Director Deferred Stock Unit Award Agreement under the 2009 Plan, filed herewith.
−Removed: Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, filed herewith.
−Removed: Letter Agreement between the Company and Peter Williams, dated June 11, 2019 and accepted on June 12, 2019, attached herewith.
−Removed: Subsidiaries of the Registrant, filed herewith.
+Added: 10.20 Fourth Amended and Restated Credit Agreement dated as of October 16, 2020, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on October 16, 2020.
+Added: 10.21 Form of Director Deferred Stock Unit Award Agreement under the 2009 Plan, incorporated by reference to Exhibit 10.19 to the 2019 Form 10-K.
+Added: 10.22 Form of Director Deferred Stock Unit Award Agreement under the 2019 Plan, incorporated by reference to Exhibit 10.20 to the 2019 Form 10-K.
+Added: 10.23 Letter Agreement between the Company and Peter Williams, dated June 11, 2019 and accepted on June 12, 2019, incorporated by reference to Exhibit 10.21 to the Registrant's Form 10-K for the fiscal year ended December 31, 2019.
+Added: 10.24 Annual Incentive Compensation Plan, incorporated by reference to Exhibit A to the Registrant’s Proxy Statement filed on March 24, 2014.
+Added: 10.25 Form of Time-Based Restricted Stock Unit Award Agreement for Bruce D.
+Added: Hoechner , incorporated by refer ence to Exhibit 10.1 to the Re gistra nt ’ s Current Report on Form 8-K filed on February 1 7 , 2021.
+Added: 10.26 Form of Performance-Based Restricted Stock Unit Award Agreement for Bruce D.
+Added: Hoechner, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 17, 2021.
+Added: 21 Subsidiaries of the Regi s trant, filed herewith.
23.1 Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm, filed herewith.
20 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 18, 2021, by the following persons on behalf of the Registrant and in the capacities indicated.
+Added: Hoechner /s/ Keith L.
President and Chief Executive Officer
1 unchanged sentence
/s/ Michael M.
+Added: Ludwig /s/ Carol R.
Senior Vice President, Chief Financial Officer and Treasurer
Principal Financial Officer
−Removed: /s/ Jeffrey J.
+Added: Weaver /s/ Jeffrey J.
Chief Accounting Officer and Corporate Controller
Principal Accounting Officer
−Removed: /s/ Michael F.
−Removed: /s/ Ganesh Moorthy
+Added: /s/ Megan Faust /s/ Ganesh Moorthy
Ganesh Moorthy
−Removed: /s/ Helene Simonet
+Added: /s/ Helene Simonet /s/ Peter C.
Helene Simonet
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.