---
schema_version: "secwatch.filing_event.v1"
accession: "0000084748-23-000012"
form_type: "8-K"
ticker: "ROG"
cik: "0000084748"
company_name: "ROGERS CORP"
filed_at: "2023-02-27T23:59:59+00:00"
generated_at: "2026-06-19T00:12:57.359598+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Rogers settles with Starboard Value, appoints two new independent directors

## Summary
- 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.

## SEC filing metadata
- accession: 0000084748-23-000012
- form_type: 8-K
- ticker: ROG
- cik: 0000084748
- company_name: ROGERS CORP
- filed_at: 2023-02-27T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/84748/000008474823000012/0000084748-23-000012-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/84748/000008474823000012/rog-20230227.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000084748-23-000012
- JSON: https://secwatch.observer/filing/0000084748-23-000012.json
- Plain text: https://secwatch.observer/filing/0000084748-23-000012.txt

## Key facts
- Executive change
  Armand F. Lauzon, Jr. was appointed as Director at ROGERS CORP.
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/84748/000008474823000012/0000084748-23-000012-index.htm
- Executive change
  Anne K. Roby was appointed as Director at ROGERS CORP.
  - Action: appointed
  - Role: Director
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/84748/000008474823000012/0000084748-23-000012-index.htm
- Material Agreements
  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
  source text: 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 ”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/84748/000008474823000012/0000084748-23-000012-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.