ROGERS CORPORATION (NYSE:ROG) Files An 8-K Other EventsItem 8.01 Other Items.
On December 6, 2017, the Board of Directors of Rogers Corporation (the “Company”) amended and restated the Company’s Corporate Governance Guidelines (the “Guidelines”), effective immediately. A copy of the Guidelines is attached as Exhibit 99.1 hereto and is incorporated herein by reference. The principal change to the Guidelines as previously in effect is the addition of a majority vote policy. The amended Guidelines provide that, in an uncontested election, a director who receives a greater number of votes “withheld” for his or her election than votes “for” such election must submit his or her offer of resignation for consideration by the Nominating and Governance Committee of the Board of Directors (the “Committee”). The Committee will then make a recommendation to the Board of Directors to accept or reject such resignation, and the Board of Directors will then determine whether to accept or reject the resignation.
The foregoing summary of the principal changes to the Company’s Guidelines is qualified in its entirety by reference to the text of such Exhibit 99.1 hereto.