8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 11, 2024

ROGERS CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts	1-4347	06-0513860
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2225 W. Chandler Blvd., Chandler, Arizona 85224

(Address of principal executive offices) (Zip Code)

(480) 917-6000

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)	Name of each exchange on which registered
Common Stock,	par value $1.00 per share	ROG	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Donna M. Costello as Director

On January 13, 2024, upon recommendation of its Nominating, Governance & Sustainability Committee, the Board elected Donna M. Costello to serve as a member of the Board and appointed Ms. Costello to serve as a member of the Board’s Audit Committee, effective immediately.

Ms. Costello served as Chief Financial Officer of C&D Technologies, Inc., a global leader in energy storage solutions and services for the telecommunications, utility, uninterruptible power supply, cable, broadband, and renewable energy markets, from 2016 to 2020. She served as Chief Financial Officer (from 2008 to 2016) and Vice President, Controller and Chief Accounting Officer (from 2002 to 2008) of Sequa Corporation, which, through its subsidiary Chromalloy, is a global technology company and a leading solutions provider for aircraft engines and gas turbines. From 1995 to 2002, Ms. Costello held the role of Senior Manager with Arthur Andersen, LLP. From 2019 until its acquisition in 2022 by Mativ, Ms. Costello was a member of the Board of Directors of Neenah, Inc. (formerly, NYSE: NP), a global manufacturer of specialty materials, including filtration media, specialty coatings, and imaging and packaging solutions, serving as Chair of the Audit Committee and as a member of the Compensation Committee. Ms. Costello was a member of the Board of Directors of the towing and trailering equipment producer, Horizon Global Corporation (formerly, NASDAQ: HZN), from 2021 until its acquisition by First Brands Group in 2023, serving as a member of the Audit Committee. Since 2021, Ms. Costello has also been a member of the Board of Directors of CTS Corporation (NYSE: CTS), where she serves as chair of the Audit Committee. Ms. Costello received her BBA and MBA from Iona College. Ms. Costello is a certified public accountant and a member of the American Institute of Certified Public Accountants and the New York State Society of Certified Public Accountants. Ms. Costello is also a member of the Henry Crown Fellowship Program of the Aspen Institute.

Ms. Costello will serve as a member of the Board until the Company’s 2024 annual meeting of shareholders and until her successor is elected and qualified. The Board determined that Ms. Costello is an “independent” director under the rules of the New York Stock Exchange and meets all applicable requirements to serve on the Audit Committee.

Ms. Costello will receive compensation as a non-management director in accordance with the Company’s standard compensation arrangements for non-management directors.

Ms. Costello is not a party to any arrangement or understanding with any person pursuant to which she was elected as a director, nor is she a party to any transaction requiring disclosure pursuant to Item 404(a) of Regulation S-K.

Resignation of Ganesh Moorthy as Director

On January 11, 2024, Ganesh Moorthy, who has served as a member of the board of directors (the “Board”) of Rogers Corporation (the “Company”) for more than 10 years, informed the Company of his decision to resign as a member of the Board, effective immediately, in order to pursue other opportunities. Prior to his resignation, Mr. Moorthy chaired the Board’s Nominating, Corporate Governance and Sustainability Committee and served on the Board's Audit Committee.

Mr. Moorthy’s decision to resign from the Board was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Company and the Board thank Mr. Moorthy for his valuable insights, perspective, and commitment during his service on the Company’s Board.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release issued by Rogers Corporation on January 17, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ROGERS CORPORATION
	(Registrant)
Date: January 17, 2024	By:	/s/ Jessica A. Morton
		Jessica A. Morton
		Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Rogers Announces Changes to Board of Directors

Donna Costello appointed Director; Ganesh Moorthy retired from Board

Chandler, Arizona, January 17, 2024: Rogers Corporation (NYSE: ROG) (“Rogers”) announced today that it has appointed Donna M. Costello as an independent member of the Company’s Board of Directors and as a member of the Board’s Audit Committee, effective January 13, 2024. Ms. Costello replaces Ganesh Moorthy, who has stepped down from the Company’s Board following more than ten years of service. Following these changes, the Board continues to be composed of nine members, eight of whom are independent.

“We are excited to welcome Donna to the Rogers Board. She brings extensive executive-level financial expertise and nearly two decades of experience at global technology and specialty materials companies,” said Peter Wallace, Chair of the Board. “We look forward to Donna’s contributions and insights as we continue to execute our strategy to deliver long-term shareholder value.”

Mr. Wallace added: “On behalf of the entire Board, I’d like to thank Ganesh for his leadership and the impact he had on Rogers during his tenure. The Company has benefited greatly from his contributions over the years.”

About Donna Costello

Ms. Costello has extensive experience in corporate finance, technical financial management, risk management and audit. She most recently served as Chief Financial Officer of C&D Technologies, Inc., a global leader in energy storage solutions and services for the telecommunications, utility, uninterruptible power supply, cable, broadband, and renewable energy markets. Previously, she served as CFO and Vice President as well as Controller and Chief Accounting Officer at Sequa Corporation, which, through its subsidiary Chromalloy, is a global technology company and a leading solutions provider for aircraft engines and gas turbines. Earlier in her career, Ms. Costello held the role of Senior Manager with Arthur Andersen, LLP.

Ms. Costello currently serves on the Board of CTS Corporation. She previously served on the Board of Neenah, Inc., a global manufacturer of specialty materials, as Chair of the Audit Committee and as a member of the Compensation Committee. She also served on the Board of Horizon Global Corporation, a towing and trailering equipment producer, as a member of the Audit Committee.

About Rogers Corporation

Rogers Corporation (NYSE:ROG) is a global leader in engineered materials to power, protect and connect our world. Rogers delivers innovative solutions to help our customers solve their toughest material challenges. Rogers’ advanced electronic and elastomeric materials are used in applications for EV/HEV, automotive safety and radar systems, mobile devices, renewable energy, wireless infrastructure, energy-efficient motor drives, industrial equipment and more. Headquartered in Chandler, Arizona, Rogers operates manufacturing facilities in the United States, Asia and Europe, with sales offices worldwide. For more information, visit www.rogerscorp.com.

Safe Harbor Statement

Statements included in this release that are not a description of historical facts are forward-looking statements. Words or phrases such as “believe,” “may,” “could,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “seek,” “plan,” “expect,” “should,” “would” or similar expressions are intended to identify forward-looking statements, and are based on Rogers’ current beliefs and expectations. This release contains forward-looking statements regarding our plans, objectives, outlook, goals, strategies, future events, future net sales or performance, capital expenditures, future restructuring, plans or intentions relating to

expansions, business trends and other information that is not historical information. All forward-looking statements are based upon information available to us on the date of this release and are subject to risks, uncertainties and other factors, many of which are outside of our control, which could cause actual results to differ materially from those indicated by the forward-looking statements. For additional information about the risks, uncertainties, and other factors that may affect our business, please see our most recent annual report on Form 10-K and any subsequent reports filed with the Securities and Exchange Commission, including quarterly reports on Form 10-Q. Rogers Corporation assumes no responsibility to update any forward-looking statements contained herein except as required by law.

Media Contact:

Amy Kweder

Senior Director, Corporate Communications

Phone: 480.203.0058

Email: amy.kweder@rogerscorporation.com

Investor Contact:

Steve Haymore

Senior Director, Investor Relations

Phone: 480.917.6026

Email: stephen.haymore@rogerscorporation.com

XML

Document and Entity Information Document	Jan. 11, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jan. 11, 2024
Entity Registrant Name	ROGERS CORP
Entity Incorporation, State or Country Code	MA
Entity File Number	1-4347
Entity Tax Identification Number	06-0513860
Entity Address, Address Line One	2225 W. Chandler Blvd.
Entity Address, City or Town	Chandler
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85224
City Area Code	480
Local Phone Number	917-6000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock,
Trading Symbol	ROG
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0000084748
Amendment Flag	false