Rogers (ROG) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 6, 2026, to be held virtually; shareholders of record as of February 25, 2026, are eligible to vote on key proposals.

• Main agenda items: election of nine directors, ratification of PwC as auditor, advisory vote on executive compensation, and approval of the 2026 Employee Stock Purchase Plan (ESPP).

• Board recommends voting FOR all director nominees and all proposals.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of nine directors, (2) ratification of PwC as independent auditor for 2026, (3) advisory approval of executive compensation, and (4) approval of the 2026 ESPP.

• Board recommends FOR all proposals.

Board of directors and corporate governance

• Nine director nominees, all determined to be independent under NYSE standards; majority vote policy in place for uncontested elections.

• Board committees: Audit, Compensation & Organization, and Nominating, Governance & Sustainability, all composed of independent directors.

• Board Chair is independent; regular executive sessions held; 99% director attendance in 2025.

• Strong governance practices include annual board evaluations, director stock ownership guidelines, and no dual class structure.