1 unchanged sentence
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
−Removed: The Company, with the participation of our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as of December 31, 2022.
−Removed: The Company’s disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by it in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports the Company files or submits under the Exchange Act is accumulated and communicated to its management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
−Removed: Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were effective as of December 31, 2022.
+Added: We conducted, with the participation of our Chief Executive Officer and Chief Financial Officer, an evaluation of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d- 15(e) under the Exchange Act, as of December 31, 2023.
+Added: Our disclosure controls and procedures are designed (i) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
+Added: Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of December 31, 2023.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
−Removed: There were no changes in the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2022 that have materially affected or are reasonably likely to materially affect its internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
+Added: There were no changes in the Company’s internal control over financial reporting during the fourth quarter of the fiscal year ended December 31, 2023 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
−Removed: The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
−Removed: The Company’s internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with accounting principles generally accepted in the United States.
+Added: Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Exchange Act Rules 13a-15(f) and 15d-15(f).
+Added: Our internal control over financial reporting was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S.
Our internal control over financial reporting includes those policies and procedures that:
• pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
−Removed: • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;
+Added: • provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S.
+Added: GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.
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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2022.
+Added: Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
In making its assessment of internal control over financial reporting, management used the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013).
3 unchanged sentences
Other Information
+Added: None of our directors or officers (as defined in Rule 16a-1(f)) adopted or terminated a Rule 10b5-1 trading arrangement or adopted or terminated a non-Rule 10b5-1 trading arrangement, as defined in Item 408(c) of Regulation S-K, during the three months ended December 31, 2023.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
2 unchanged sentences
Qualifications and Experience
−Removed: Information with respect to our executive officers is presented in “Information About Our Executive Officers” section to “Part I, Item 1.
−Removed: Business” of this report and is hereby incorporated into this Item 10 by reference.
+Added: Information with respect to our executive officers is presented in the “Information About Our Executive Officers” section of “Part I, Item 1.
+Added: Business” of this Annual Report on Form 10-K and is hereby incorporated into this Item 10 by reference.
Qualifications and Experience
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:
−Removed: Qualifications and Experience” and “Our Corporate Governance” in our Definitive Proxy Statement for our 2023 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.
−Removed: 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.
+Added: Qualifications and Experience” and “Our Corporate Governance” in the Proxy Statement.
Code of Ethics
We have adopted a code of business conduct and ethics policy, which applies to all employees, officers and directors of Rogers Corporation.
−Removed: The Rogers Corporation Code of Business Ethics is posted on our website at http://www.rogerscorp.com.
−Removed: We intend to satisfy the disclosure requirements regarding any amendment to, or waiver of, a provision of the Code of Business Ethics for our principal executive officer, principal financial officer or principal accounting officer (or others performing similar functions) by posting such information on our website.
+Added: The Rogers Corporation Code of Business Ethics is posted on our website at http://www.rogerscorp.com under “About Us - Corporate Responsibility.” We intend to satisfy the disclosure requirements regarding any amendment to, or waiver of, a provision of the Code of Business Ethics for our principal executive officer, principal financial officer or principal accounting officer (or others performing similar functions) by posting such information on our website.
Our website is not incorporated into or a part of this Form 10-K.
Executive Compensation
−Removed: We are incorporating by reference the information with respect to Executive Compensation set forth under the captions “Compensation & Organization Committee Report”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Director Compensation” and “CEO Pay Ratio” in our Definitive Proxy Statement for our 2023 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 “Compensation & Organization Committee Report”, “Compensation Discussion and Analysis”, “Executive Compensation”, “Director Compensation” and “CEO Pay Ratio” in the Proxy Statement.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Rogers Corporation 2019 Long-Term Equity Compensation Plan 256,155 (1)
−Removed: Rogers Corporation 2019 Long-Term Equity Compensation Plan 260,960 (3)
−Removed: Rogers Corporation Global Stock Ownership Plan For Employees — 59,611 (4)
+Added: Rogers Corporation Employee Stock Purchase Plan — 59,611
Total 256,155 901,657
−Removed: (1) Consists of 1,200 shares for deferred stock units.
−Removed: (2) This plan expired in early February 2019.
(1) Consists of 248,055 shares for restricted stock units and 8,100 shares for deferred stock units.
−Removed: (4) This is an employee stock purchase plan within the meaning of Section 432(b) of the Internal Revenue Code of 1986, as amended, that was suspended as of December 31, 2021, pursuant to the then-pending merger agreement with DuPont.
−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 caption “Security Ownership of Certain Beneficial Owners and Management” in our Definitive Proxy Statement for our 2023 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 “Security Ownership of Certain Beneficial Owners and Management” in the Proxy Statement.
Certain Relationships and Related Transactions, and Director Independence
−Removed: We are incorporating by reference the information with respect to Certain Relationships and Related Transactions and Director Independence as set forth under the captions “Related Party Transactions” and “Corporate Governance - Director Independence” in our Definitive Proxy Statement for our 2023 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 Certain Relationships and Related Transactions and Director Independence as set forth under the captions “Related Party Transactions” and “Corporate Governance - Director Independence” in the Proxy Statement.
Principal Accountant Fees and Services
−Removed: We are incorporating by reference the information with respect to accountant fees and services set forth under the caption “Independent Auditing Firm Fees” in our Definitive Proxy Statement for our 2023 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 accountant fees and services set forth under the caption “Independent Auditing Firm Fees” in the Proxy Statement.
Exhibits, Financial Statement Schedules
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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: 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.
−Removed: 3.2 Amended and Restated Bylaws of Rogers Corporation, effective December 7, 2022, filed herewith.
−Removed: 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).
−Removed: 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.**
−Removed: 10.1.1 First Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, incorporated by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2009.**
−Removed: 10.1.2 Second Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Non-Management Directors, incorporated by reference to Exhibit 10.5 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the 2010 Form 10-K).**
−Removed: 10.2 The Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q filed November 8, 2007.**
−Removed: 10.2.1 First Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10j to the Registrant’s Quarterly Report on Form 10-Q filed August 7, 2008.**
−Removed: 10.2.2 Second Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10.6 to the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2009.**
−Removed: 10.2.3 Third Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed February 17, 2010.**
−Removed: 10.2.4 Fourth Amendment to the Amended and Restated Rogers Corporation Voluntary Deferred Compensation Plan for Key Employees, incorporated by reference to Exhibit 10.6 to the 2010 Form 10-K .**
−Removed: 10.3 Rogers Corporation Amended and Restated Pension Restoration Plan, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed December 17, 2008.**
−Removed: 10.3.1 First Amendment to Rogers Corporation Amended and Restated Pension Restoration Plan, incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q filed November 3, 2009.**
−Removed: 10.3.2 Second Amendment to Rogers Corporation Amended and Restated Pension Restoration Plan, incorporated by reference to Exhibit 10.10 to the 2010 Form 10-K.**
+Added: 3.1 Restated Articles of Organization of Rogers Corporation, filed herewith.
+Added: 3.2 Amended and Restated Bylaws of Rogers Corporation, effective August 9, 2023, incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on August 15, 2023.
+Added: 4.1 Description of Capital Stock, filed herewith.
10.1 Form of Indemnification Agreement between the Rogers Corporation and each of its executive officers, incorporated by reference to Exhibit 99.2 to the Registrant’s Current Report on Form 8-K on December 14, 2004.**
10.2 Form of Indemnification Agreement between the Rogers Corporation and each of its directors, incorporated by reference to Exhibit 99.1 to the Registrant’s Current Report on Form 8-K on December 14, 2004.**
−Removed: 10.6 Rogers Corporation 2009 Long-Term Equity Compensation Plan, as amended, incorporated by reference to Exhibit B to the Registrant’s Definitive Proxy Statement filed on March 24, 2014.**
−Removed: 10.7 Form of Performance-Based Restricted Stock Award Agreement under the 2009 Plan, incorporated by reference to Exhibit 10.14 to the Registrant’s 2015 Form 10-K.**
−Removed: 10.8 Form of Time-Based Restricted Stock Unit Award Agreement under the 2009 Plan, incorporated by reference to Exhibit 10.16 to the Registrant’s 2015 Form 10-K.**
10.3 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.**
1 unchanged sentence
10.5 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.**
−Removed: 10.12 Letter Agreement between the Registrant and Bruce D.
−Removed: Hoechner, dated September 15, 2011 and accepted on September 20, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed September 26, 2011.**
10.6 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.**
1 unchanged sentence
10.8 Form of Participation Agreement for the Company’s U.S.-based named executive officers under the Rogers Corporation Severance Plan, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 13, 2019.**
−Removed: 10.16 Fourth Amended and Restated Credit Agreement dated as of October 16, 2020, filed herewith.
10.9 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.
10.10 Annual Incentive Compensation Plan, incorporated by reference to Exhibit A to the Registrant’s Proxy Statement filed on March 24, 2014.**
−Removed: 10.19 Form of Time-Based Restricted Stock Unit Award Agreement for Bruce D.
−Removed: Hoechner, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 17, 2021.
−Removed: 10.20 Form of Performance-Based Restricted Stock Unit Award Agreement for Bruce D.
−Removed: Hoechner, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 17, 2021.
−Removed: 10.21 Letter Agreement between the Company and Ramakumar Mayampurath, dated May 1, 2021, incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed November 8, 2021.**
−Removed: 10.22 Form of 2019 Long-Term Equity Compensation Plan Time-Based Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed February 22, 2022.
−Removed: 10.23 Settlement Agreement between the Company and Starboard Value LP, dated February 26, 2023, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed February 27, 2023.
+Added: 10.11 Letter Agreement between the Company and Ramakumar Mayampurath, dated May 1, 2021, incorporated by reference to Exhibit 10.1 to the Registrant's Quarterly Report on Form 10-Q filed on November 8, 2021.**
+Added: 10.12 Form of 2019 Long-Term Equity Compensation Plan Time-Based Restricted Stock Unit Award Agreement, incorporated by reference to Exhibit 10.26 to the Registrant's Annual Report on Form 10-K filed on February 22, 2022.
+Added: 10.13 Settlement Agreement between the Company and Starboard Value LP, dated February 26, 2023, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 27, 2023.
+Added: 10.14 Fifth Amended and Restated Credit Agreement, filed on March 29, 2023.
21 Subsidiaries of the Registrant, filed herewith.
−Removed: 23.1 Consent of PricewaterhouseCoopers, LLP, Indepen dent Registered Public Accounting Firm, filed herewith.
+Added: 23.1 Consent of PricewaterhouseCoopers, LLP, Independent Registered Public Accounting Firm, filed herewith.
31.1 Certification of President and Chief Executive Officer (Principal Executive Officer) Pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, filed herewith.
2 unchanged sentences
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
+Added: 97.1 Rogers Corporation Compensation Recovery Policy, filed herewith.
101 The following materials from Rogers Corporation’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language):
15 unchanged sentences
Principal Executive Officer
−Removed: March 1, 2023
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on March 1, 2023, by the following persons on behalf of the Registrant and in the capacities indicated.
−Removed: Colin Gouveia /s/ Keith L.
+Added: February 26, 2024
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on February 26, 2024, by the following persons on behalf of the Registrant and in the capacities indicated.
+Added: Colin Gouveia /s/ Jeffrey J.
Colin Gouveia
1 unchanged sentence
Principal Executive Officer
−Removed: /s/ Ramakumar Mayampurath /s/ Carol R.
+Added: /s/ Ramakumar Mayampurath /s/ Megan Faust
Ramakumar Mayampurath
1 unchanged sentence
Principal Financial Officer
−Removed: Weaver /s/ Jeffrey J.
+Added: Weaver /s/ Larry Berger
Chief Accounting Officer and Corporate Controller
Principal Accounting Officer
−Removed: /s/ Megan Faust /s/ Ganesh Moorthy
−Removed: Ganesh Moorthy
−Removed: /s/ Helene Simonet /s/ Peter C.
−Removed: Helene Simonet
−Removed: Larson /s/ Bruce D.
+Added: Wallace /s/ Anne K.
+Added: Costello /s/ Armand F.
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.