Rogers settles with Starboard Value, appoints two new independent directors

ROGERS CORP

Starboard, owning ~6.5% of Rogers, withdraws its six director nominations.
Board temporarily expands to 12; Armand F. Lauzon Jr. and Anne K. Roby appointed.
After 2023 annual meeting, board reduces to 9 members, 8 of whom are independent.
Starboard enters customary standstill and voting commitments; reimbursed up to $350k.
Annual meeting to be held no later than May 4, 2023.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Armand F. Lauzon, Jr.

Director

ROG · ROGERS CORP

Effective: 2023-02-26
Filed: February 27, 2023, 6:59 PM ET

On February 26, 2023, pursuant to the Settlement Agreement, the Company temporarily increased the size of the Board to twelve (12) directors and appointed Armand F. Lauzon, Jr. and Anne K. Roby to the Board.

Appointed

Anne K. Roby

Director

ROG · ROGERS CORP

Effective: 2023-02-26
Filed: February 27, 2023, 6:59 PM ET

On February 26, 2023, pursuant to the Settlement Agreement, the Company temporarily increased the size of the Board to twelve (12) directors and appointed Armand F. Lauzon, Jr. and Anne K. Roby to the Board.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Armand F. Lauzon, Jr. was appointed as Director at ROGERS CORP.

Action: appointed
Role: Director

Exact text from the filing

On February 26, 2023, pursuant to the Settlement Agreement, the Company temporarily increased the size of the Board to twelve (12) directors and appointed Armand F. Lauzon, Jr. and Anne K. Roby to the Board.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Anne K. Roby was appointed as Director at ROGERS CORP.

Action: appointed
Role: Director

Exact text from the filing

On February 26, 2023, pursuant to the Settlement Agreement, the Company temporarily increased the size of the Board to twelve (12) directors and appointed Armand F. Lauzon, Jr. and Anne K. Roby to the Board.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

ROGERS CORP entered into Settlement Agreement with Starboard Value LP and certain of its affiliates (effective 2023-02-26).

Action: entry
Agreement: settlement
Counterparty: Starboard Value LP and certain of its affiliates
Effective: 2023-02-26

Exact text from the filing

On February 26, 2023, Rogers Corporation, a Massachusetts corporation (the “ Company ”), announced entry into a settlement agreement (the “ Settlement Agreement ”) with Starboard Value LP, a Delaware limited partnership, and certain of its affiliates (collectively, “ Starboard ”).

View on SEC.gov

283 material agreements filed in the last 30 days. Browse all material agreements →

ROGERS CORP filing history →

Source: SEC EDGAR

accession 0000084748-23-000012

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