(d) On August 2, 2017, the Board of Directors (the “Board”) of Rogers Corporation (the “Company”) approved an increase in the size of the Board from seven to eight directors and appointed Jeffrey J. Owens to the Board. Mr. Owens will serve as a director until the next annual meeting of shareholders and thereafter until his successor is chosen and qualified. He has been appointed to the Audit and Nominating and Governance Committees of the Board. Mr. Owens most recently served as Executive Vice President and Chief Technology Officer of Delphi Automotive PLC (“Delphi”) until his retirement in March 2017. During his over 40-year career at Delphi, Mr. Owens served in a variety of technology, engineering and operating leadership roles and had international responsibilities. He recently served as Chairman of the Kettering University Board of Trustees and is currently a trustee. Mr. Owens has no direct or indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation S-K.

The Company’s compensatory arrangements for non-management directors are set forth in the “Director’s Compensation” section of the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on March 22, 2017. Mr. Owens’ 2017 compensation will be prorated based on the date of his appointment to the Board. In addition, the Company and Mr. Owens have entered into the Company’s standard form of indemnification agreement for Company directors, which provides for indemnification and advancement of expenses to the fullest extent permitted by applicable law for certain liabilities that may arise by reason of Mr. Owens’ status or service as a director. The above description of the indemnification agreement is qualified in its entirety by the terms of the Form of Indemnification Agreement (Director Form), a copy of which was previously filed as Exhibit 99.1 to the Company’s Current Report on Form 8-K, filed on December 14, 2004, and is incorporated herein by reference.

On August 3, 2017, the Company issued a press release announcing the appointment of Mr. Owens. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference into this Item 7.01.

ROGERS CORP Exhibit
EX-99.1 2 owensappointmentexhibit.htm EXHIBIT 99.1 Exhibit 2225 West Chandler Boulevard,…
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About ROGERS CORPORATION (NYSE:ROG)

Rogers Corporation designs, develops, manufactures and sells engineered materials and components for applications, such as communications infrastructure, automotive, consumer electronics and aerospace or defense. The Company’s segments are Advanced Connectivity Solutions (ACS), Elastomeric Material Solutions (EMS), Power Electronics Solutions (PES) and Other. Its ACS segment offers circuit materials, including printed circuit board laminate products under various trade names, such as COOLSPAN and TMM. Its EMS segment offers elastomeric material solutions, which includes polyurethane and silicone foam as well as solid products manufactured in roll stock, sheet and molded formats under trade names, including PORON and eSORBA. Its PES segment offers ceramic substrate materials, laminated bus bars and micro-channel coolers under the curamik and ROLINX trade names. Its Other businesses includes elastomeric components, elastomeric floats and inverters under NITROPHYL and ENDUR trade names.