8-K
filed June 14, 2023, 7:59 PM ET
ticker ROP
CIK 0000882835
other material
confidence high
sentiment neutral
materiality 0.40
Roper shareholders approve officer exculpation amendment, re-elect all directors, back say-on-pay
ROPER TECHNOLOGIES INC
- Shareholders approved amendment to certificate of incorporation to permit exculpation of officers (effective June 13, 2023).
- All nine director nominees elected for one-year terms with strong support.
- Non-binding say-on-pay approved: 85.8M for, 6.1M against, 93K abstentions.
- Board set future say-on-pay votes annually; next required by 2029 per SEC rules.
- Ratification of PwC as independent auditor for FY 2023 approved by 92.5M votes.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ROPER TECHNOLOGIES INC: Amendment to Restated Certificate of Incorporation to permit exculpation of officers (effective 2023-06-13).
- Change
- charter amendment
- Effective
- 2023-06-13
Exact text from the filing
Proposal 5: Approval of an amendment to and restatement of the Company’s Restated Certificate of Incorporation to permit the exculpation of officers.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ROPER TECHNOLOGIES INC shareholders approved Approval of an amendment to and restatement of the Company’s Restated Certificate of Incorporation to permit the exculpation of officers. at the 2023-06-13 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
Proposal 5: Approval of an amendment to and restatement of the Company’s Restated Certificate of Incorporation to permit the exculpation of officers. For Against Abstentions Broker Non-Votes 76,577,805 15,087,355 398,025 4,708,004
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ROPER TECHNOLOGIES INC shareholders approved A non-binding advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related materia at the 2023-06-13 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
Proposal 2: A non-binding advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Company’s proxy statement. For Against Abstentions Broker Non-Votes 85,827,169 6,142,695 93,322 4,708,003
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ROPER TECHNOLOGIES INC shareholders approved Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. at the 2023-06-13 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
Proposal 4: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023. For Against Abstentions 92,476,607 4,193,885 100,697
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ROPER TECHNOLOGIES INC shareholders approved A non-binding advisory vote to approve the frequency of the shareholder vote on the compensation of the Company’s named executive officers. at the 2023-06-13 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
Proposal 3: A non-binding advisory vote to approve the frequency of the shareholder vote on the compensation of the Company’s named executive officers. 1 Year 2 Years 3 Years Abstentions Broker Non-Votes 90,975,956 119,951 899,627 67,651 4,708,004
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.95
ROPER TECHNOLOGIES INC shareholders approved Election of directors. at the 2023-06-13 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-13
Exact text from the filing
Proposal 1: Election of directors. Each of the director nominees identified below was elected at the Annual Meeting for a one-year term expiring at the Company’s 2024 Annual Meeting of Shareholders and until their successors have been duly elected and qualified. For Against Abstentions Broker Non-Votes Shellye L. Archambeau 89,067,942 2,751,984 243,335 4,707,928 Amy Woods Brinkley 89,873,287 1,946,678 243,296 4,707,928 Irene M. Esteves 90,295,100 1,520,284 247,877 4,707,928 L. Neil Hunn 91,063,102 754,600 245,559 4,707,928 Robert D. Johnson 88,601,981 3,216,465 244,815 4,707,928 Thomas P. Joyce, Jr. 90,426,242 1,392,871 244,148 4,707,928 Laura G. Thatcher 89,892,219 2,101,412 69,630 4,707,928 Richard F. Wallman 85,881,900 6,109,608 71,753 4,707,928 Christopher Wright 88,119,381 3,699,638 244,242 4,707,928
View on SEC.gov
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