0001193805-23-000094.txt : 20230206 0001193805-23-000094.hdr.sgml : 20230206 20230206171604 ACCESSION NUMBER: 0001193805-23-000094 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20230206 DATE AS OF CHANGE: 20230206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS CORP CENTRAL INDEX KEY: 0000084748 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS, MATERIALS, SYNTH RESINS & NONVULCAN ELASTOMERS [2821] IRS NUMBER: 060513860 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-03750 FILM NUMBER: 23591536 BUSINESS ADDRESS: STREET 1: 2225 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 BUSINESS PHONE: 480-917-6000 MAIL ADDRESS: STREET 1: 2225 W CHANDLER BLVD CITY: CHANDLER STATE: AZ ZIP: 85224 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Starboard Value LP CENTRAL INDEX KEY: 0001517137 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 845-7977 MAIL ADDRESS: STREET 1: 777 THIRD AVENUE, 18TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D 1 e618226_sc13d-rogers.htm THE SCHEDULE 13D

 

SECURITIES AND EXCHANGE COMMISSION 

WASHINGTON, DC 20549

______________

 

SCHEDULE 13D

(Rule 13d-101)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. )1

 

Rogers Corporation

(Name of Issuer)

 

Common Stock, par value $1.00 per share

(Title of Class of Securities)

 

775133101

(CUSIP Number)

 

JEFFREY C. SMITH

STARBOARD VALUE LP

777 Third Avenue, 18th Floor

New York, New York 10017

(212) 845-7977

 

ANDREW FREEDMAN, ESQ.

MEAGAN REDA, ESQ.

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

January 25, 2023

(Date of Event Which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box £.

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

(Continued on following pages)

 

 

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

CUSIP No. 775133101

  1   NAME OF REPORTING PERSON  
         
        STARBOARD VALUE LP  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,222,000

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,222,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP No. 775133101

  1   NAME OF REPORTING PERSON  
         
       

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        CAYMAN ISLANDS  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

737,990 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          737,990  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        737,990  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.9%  
  14   TYPE OF REPORTING PERSON  
         
        CO  

  

3

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

Starboard Value and Opportunity S LLC 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

86,288 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          86,288  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        86,288  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

Starboard Value and Opportunity C LP 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

64,914 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          64,914  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        64,914  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

5

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

Starboard Value R LP 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

DELAWARE 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

64,914 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          64,914  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        64,914  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% 

  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

6

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

STARBOARD VALUE and opportunity master fund l lp 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

WC 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

CAYMAN ISLANDS

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

36,808 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          36,808  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,808  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% 

  
  14   TYPE OF REPORTING PERSON  
         
       

PN 

  

  

7

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

STARBOARD VALUE L LP 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

36,808 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          36,808  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        36,808  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1% 

  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

8

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

Starboard Value R GP LLC 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

DELAWARE

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

101,722 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          101,722  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        101,722  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
       

OO 

  

  

9

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

STARBOARD X MASTER FUND LTD 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

WC 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

CAYMAN ISLANDS 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

168,651 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          168,651  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        168,651  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        Less than 1%  
  14   TYPE OF REPORTING PERSON  
         
       

CO 

  

  

10

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

STARBOARD VALUE GP LLC 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,222,000 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,222,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5% 

  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

11

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

STARBOARD PRINCIPAL CO LP 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

OO 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

DELAWARE 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,222,000 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,222,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

6.5% 

  
  14   TYPE OF REPORTING PERSON  
         
       

PN 

  

  

12

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

STARBOARD PRINCIPAL CO GP LLC 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,222,000

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,222,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

13

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

JEFFREY C. SMITH 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

1,222,000 

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,222,000   
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,000   
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
       

IN 

  

  

14

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

PETER A. FELD 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         - 0 -  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING        

1,222,000 

  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          1,222,000   
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,222,000   
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        6.5%  
  14   TYPE OF REPORTING PERSON  
         
       

IN 

  

  

15

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

JACQUES CROISETIÈRE 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

PF 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
       

USA, CANADA 

  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

218 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          218  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        218  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%  

  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

16

CUSIP No. 775133101

 

  1   NAME OF REPORTING PERSON  
         
       

ARMAND F. LAUZON, JR. 

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

PF 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

1,000 

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,000  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,000  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%  

  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

17

CUSIP No. 775133101

  1   NAME OF REPORTING PERSON  
         
       

GAVIN T. MOLINELLI

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

 
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

- 0 -

 
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          - 0 -  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        - 0 -  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

0%

  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

18

CUSIP No. 775133101

  1   NAME OF REPORTING PERSON  
         
       

SUSAN C. SCHNABEL

  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
       

PF 

  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        USA  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY        

150

  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
         

150 

  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        150  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
       

Less than 1%  

  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

19

CUSIP No. 775133101

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

 

Item 1.Security and Issuer.

 

This statement relates to the Common Stock, par value $1.00 per share (the “Shares”), of Rogers Corporation, a Massachusetts corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 2225 W. Chandler Blvd., Chandler, Arizona 85224.

 

Item 2.Identity and Background.

 

(a)       This statement is filed by:

 

(i)Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), with respect to the Shares directly and beneficially owned by it;

 

(ii)Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), with respect to the Shares directly and beneficially owned by it;

 

(iii)Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), with respect to the Shares directly and beneficially owned by it;

 

(iv)Starboard Value R LP (“Starboard R LP”), as the general partner of Starboard C LP;

 

(v)Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), with respect to the Shares directly and beneficially owned by it;

 

(vi)Starboard Value L LP (“Starboard L GP”), as the general partner of Starboard L Master;

 

(vii)Starboard Value R GP LLC (“Starboard R GP”), as the general partner of Starboard R LP and Starboard L GP;

 

(viii)Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), with respect to the Shares directly and beneficially owned by it;

 

(ix)Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and of a certain managed account (the “Starboard Value LP Account”) and the manager of Starboard S LLC;

 

(x)Starboard Value GP LLC (“Starboard Value GP”), as the general partner of Starboard Value LP;

 

(xi)Starboard Principal Co LP (“Principal Co”), as a member of Starboard Value GP;

 

20

CUSIP No. 775133101

(xii)Starboard Principal Co GP LLC (“Principal GP”), as the general partner of Principal Co;

 

(xiii)Jeffrey C. Smith, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP and as a nominee for the Board of Directors of the Issuer (the “Board”);

 

(xiv)Peter A. Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP and as a nominee for the Board;

 

(xv)Jacques Croisetière, as a nominee for the Board;

 

(xvi)Armand F. Lauzon, Jr., as a nominee for the Board;

 

(xvii)Gavin T. Molinelli, as a nominee for the Board; and

 

(xviii)Susan C. Schnabel, as a nominee for the Board.

 

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing and Solicitation Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

 

(b)       The address of the principal office of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard R LP, Starboard L Master, Starboard L GP, Starboard R GP, Starboard X Master, Starboard Value LP, Starboard Value GP, Principal Co, Principal GP and Mr. Molinelli is 777 Third Avenue, 18th Floor, New York, New York 10017. The address of the principal office of each of Messrs. Smith and Feld is c/o Starboard Value LP, 201 E Las Olas Boulevard, Suite 1000, Fort Lauderdale, Florida 33301. The officers and directors of Starboard V&O Fund and Starboard X Master and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2. The principal business address of Mr. Croisetière is 3861 Partridge Pl S, Boynton Beach, Florida 33436. The principal business address of Mr. Lauzon is 512 Hobbs Creek Drive, Nashville, Tennessee 37215. The principal business address of Ms. Schnabel is 3303 FarView Drive, Austin, Texas 78730.

 

(c)       The principal business of Starboard V&O Fund is serving as a private investment fund. Starboard V&O Fund has been formed for the purpose of making equity investments and, on occasion, taking an active role in the management of portfolio companies in order to enhance shareholder value. Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master have been formed for the purpose of investing in securities and engaging in all related activities and transactions. Starboard Value LP provides investment advisory and management services and acts as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master and the Starboard Value LP Account and the manager of Starboard S LLC. The principal business of Starboard Value GP is providing a full range of investment advisory, pension advisory and management services and serving as the general partner of Starboard Value LP. The principal business of Principal Co is providing investment advisory and management services. Principal Co is a member of Starboard Value GP. Principal GP serves as the general partner of Principal Co. Starboard R LP serves as the general partner of Starboard C LP. Starboard L GP serves as the general partner of Starboard L Master. Starboard R GP serves as the general partner of Starboard R LP and Starboard L GP. Messrs. Smith and Feld serve as members of Principal GP and the members of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP. The principal occupation of Mr. Croisetière is serving as a professional director. The principal occupation of Mr. Lauzon is serving as a professional director. Mr. Molinelli serves as a Partner and Co-Portfolio Manager of Starboard Value LP. The principal occupation of Ms. Schnabel is serving as Co-Founder and Co-Managing Partner of aPriori Capital Partners, L.P.

 

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CUSIP No. 775133101

(d)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

 

(e)       No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

(f)       Messrs. Smith, Feld, Croisetière, Lauzon and Molinelli and Ms. Schnabel are citizens of the United States of America. Mr. Croisetière is also a citizen of Canada. The citizenship of the persons listed on Schedule A is set forth therein.

 

Item 3.Source and Amount of Funds or Other Consideration.

 

The Shares purchased by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and held in the Starboard Value LP Account were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule B, which is incorporated by reference herein. The aggregate purchase price of the 737,990 Shares beneficially owned by Starboard V&O Fund is approximately $93,363,639, excluding brokerage commissions. The aggregate purchase price of the 86,288 Shares beneficially owned by Starboard S LLC is approximately $10,914,701, excluding brokerage commissions. The aggregate purchase price of the 64,914 Shares beneficially owned by Starboard C LP is approximately $8,214,723, excluding brokerage commissions. The aggregate purchase price of the 36,808 Shares beneficially owned by Starboard L Master is approximately $4,658,975, excluding brokerage commissions. The aggregate purchase price of the 168,651 Shares beneficially owned by Starboard X Master is approximately $21,331,918, excluding brokerage commissions. The aggregate purchase price of the 127,349 Shares held in the Starboard Value LP Account is approximately $17,328,075, excluding brokerage commissions.

 

The Shares beneficially owned by Messrs. Croisetière and Lauzon and Ms. Schnabel were purchased in the open market with personal funds. The aggregate purchase price of the 218 Shares beneficially owned by Mr. Croisetière is approximately $24,896, excluding brokerage commissions. The aggregate purchase price of the 1,000 Shares beneficially owned by Mr. Lauzon is approximately $119,700, excluding brokerage commissions. The aggregate purchase price of the 150 Shares beneficially owned by Ms. Schnabel is approximately $17,002, excluding brokerage commissions.

 

Item 4.Purpose of Transaction.

 

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

 

22

CUSIP No. 775133101

  

On December 15, 2022, Starboard V&O Fund (together with its affiliates, “Starboard”) delivered a letter to the Issuer (the “Nomination Letter”) nominating a slate of highly qualified director candidates, including Jacques Croisetière, Peter A. Feld, Armand F. Lauzon, Jr., Gavin T. Molinelli, Jeffrey C. Smith and Susan C. Schnabel (collectively, the “Nominees”), for election to the Board at the Issuer’s 2023 annual meeting of shareholders (the “Annual Meeting”). Despite Starboard’s inclusion in the Nomination Letter of three (3) individuals directly affiliated with Starboard, including Messrs. Feld, Molinelli and Smith, it currently intends to nominate only one (1) such individual for election to the Board at the Annual Meeting and as such, currently intends to withdraw the other two (2) Starboard representatives from its slate of Nominees prior to the filing of its definitive proxy materials for the Annual Meeting. As evidenced by their detailed biographies below, the Nominees have backgrounds spanning operations, finance, private equity, restructuring, specialty materials, advanced manufacturing, strategic transformation and public company governance. Starboard carefully selected this highly qualified slate of Nominees who collectively have substantial and highly successful experience in the specialty materials and advanced manufacturing sector, including decades of experience as senior executives and directors of well-performing technology, specialty materials and manufacturing companies.

  

Jacques Croisetière currently serves as a member of the Board of Directors of Arconic Corporation (NYSE:ARNC), an industrial company specializing in lightweight metals engineering and manufacturing, where he serves as Chair of each of the Audit and Finance Committee, since April 2020. Previously, Mr. Croisetière served as a director at Versum Materials Inc. (formerly NYSE:VSM), an electronic materials supplier, from October 2016 until October 2019, when the company was sold to Merck KGaA, Darmstadt, Germany (XFRA: MRK), a leading science and technology company. From August 2009 until his retirement in December 2012, Mr. Croisetière was Senior Executive Vice President and Chief Financial Officer of Bacardi Limited, one of the largest privately-held spirits companies in the world. Prior to that, he served as Executive Vice-President, Chief Financial Officer and Chief Strategy Officer at Rohm and Haas Company (formerly NYSE: ROH) (“R&H”), a global specialty materials portfolio that was acquired by The Dow Chemical Company (NYSE: DOW) in 2009, and also had additional operating responsibilities for the Salt and Powder Coatings businesses as well as Procurement, Corporate Business Development and Strategic Planning, from April 2003 to April 2009 and also served as Vice-President, European Region Director at R&H, from July 1999 to March 2003. Prior to R&H, Mr. Croisetière spent a total of eight years at Morton International, Inc., in various roles, from 1990 to 1997 and again from 1998 until it was acquired by R&H in 1999, including having served as Vice-President and General Manager in its Plastic Additives and Sealants division. Mr. Croisetière served as the Chief Financial Officer of Autoliv, Inc. (NYSE:ALV) and President of Autoliv North American Components, from May 1997 to July 1998. Mr. Croisetière holds a degree in Industrial Management from C.E.G.E.P. Ahuntsic, a degree in Accounting Science and a Bachelor of Science degree in Finance from University of Montreal, Hautes Etudes Commerciales.

 

Peter A. Feld is a Managing Member and Head of Research of Starboard Value LP, a New York-based investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies, a position he has held since April 2011. From November 2008 to April 2011, Mr. Feld served as a Managing Director of Ramius LLC and a Portfolio Manager of Ramius Value and Opportunity Master Fund Ltd. From February 2007 to November 2008, he served as a director at Ramius LLC. Mr. Feld currently serves on the Board of Directors of Green Dot Corporation (NYSE: GDOT), a leading digital bank and financial technology company, since March 2022, and Gen Digital Inc. (f/k/a NortonLifeLock Inc.) (NASDAQ: GEN), a cybersecurity software and services company, since September 2018. He previously served as Chair of

 

23

CUSIP No. 775133101

the Board of Directors of GCP Technologies Inc. (NYSE: GCP), a leading specialty construction chemicals and building products company, from June 2020 until it was acquired by Compagnie de Saint-Gobain S.A. in September 2022, and as a member of the Board of Directors of each of Magellan Health, Inc. (formerly NASDAQ: MGLN), a healthcare company, from March 2019 until it was acquired by Centene Corporation in January 2022, AECOM (NYSE: ACM), a multinational infrastructure firm, from November 2019 to June 2020, Marvell Technology Group Ltd. (NASDAQ: MRVL), a leader in storage, networking and connectivity semiconductor solutions, from May 2016 to June 2018, The Brink’s Company (NYSE: BCO), a global leader in security-related services, from January 2016 to November 2017, Insperity, Inc. (NYSE: NSP), an industry-leading HR services provider, from March 2015 to June 2017, Darden Restaurants, Inc. (NYSE: DRI), a full-service restaurant company, from October 2014 to September 2015, Tessera Technologies, Inc. (formerly NASDAQ: TSRA) (n/k/a Xperi Corporation), a leading product and technology licensing company, from June 2013 to April 2014, and Integrated Device Technology, Inc. (formerly NASDAQ: IDTI), a company that designed, developed, manufactured and marketed a range of semiconductor solutions for the advanced communications, computing and consumer industries, from June 2012 to February 2014. Mr. Feld received a BA in Economics from Tufts University.

 

Armand F. Lauzon, Jr. most recently served as President, Chief Executive Officer and as a director of C&D Technologies, Inc., a power conversion systems and electrical power storage company, from March 2015 to January 2020. Prior to that, Mr. Lauzon served as a chief executive officer and board member for three portfolio companies of The Carlyle Group Inc. (NASDAQ: CG), a private equity firm, from 2002 to 2014, including as Chief Executive Officer of Sequa Corporation (“Sequa”), a service provider to the aerospace and metal coating industries, from 2008 to 2014, Chief Operating Officer of Sequa, from July 2008 to December 2008, and a director, from 2007 to 2014. In addition, Mr. Lauzon served as Chief Executive Officer of Zekelman Industries Inc. (f/k/a J.M. Steel Group) (“Zekelman”), a metal tube and pipe manufacturer, from 2006 to 2008, and as Chief Executive Officer and director of Firth Rixon Limited, a precision metal component manufacturing company, from 2002 to 2005. Earlier in his career, Mr. Lauzon served as President of Wyman Gordon, a subsidiary of Precision Castparts Corporation, a provider of structural investment castings, forged components and airfoil castings for aircraft engines which was acquired by Berkshire Hathaway Inc. (NYSE: BRK), from 1999 to 2001. He began his career in a variety of operations positions in the Aircraft Engine Division of General Electric Company (NYSE: GE), from 1979 to 1985. Mr. Lauzon currently serves on the board of directors of Zekelman, since 2005, and Northwest Hardwoods Inc., a hardwood lumber manufacturing company, since 2021. He previously served on the board of directors of GCP Applied Technologies Inc. (NYSE: GCP), a construction products and technologies provider, from May 2020 until its acquisition by Compagnie de Saint-Gobain S.A. in September 2022. Mr. Lauzon received his MBA from the University of New Haven and a B.S. from the University of Massachusetts Boston.

 

Gavin T. Molinelli is a Partner and Co-Portfolio Manager of Starboard Value LP, a New York-based investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies. Prior to Starboard Value LP’s formation in 2011, as part of the spin-off, Mr. Molinelli was a Director and an Investment Analyst at Ramius LLC for the funds that comprised the Value and Opportunity investment platform. Prior to joining Ramius LLC in October 2006, Mr. Molinelli was a member of the Technology Investment Banking group at Banc of America Securities LLC. Mr. Molinelli currently serves as Chair of the Board of Directors of Acacia Research Corporation (NASDAQ: ACTG), an intellectual property licensing company, since November 2022. Mr. Molinelli previously served on the Board of Directors of each of Forest City Realty Trust, Inc. (formerly NYSE: FCEA), a real estate investment trust, from April 2018 until its acquisition by Brookfield Asset Management Inc. (NYSE: BAM) in December 2018, Depomed, Inc. (n/k/a Assertio Therapeutics, Inc. (NASDAQ: ASRT)), a specialty pharmaceutical company, from March 2017 to August 2017 and Wausau Paper Corp. (formerly NYSE: WPP), a then leading provider of away from home towel and tissue products, from July 2014 until it was acquired by SCA Tissue North America LLC in January 2016. Mr. Molinelli also previously served on the Board of Directors of Actel Corporation (formerly NASDAQ: ACTL), a semiconductor company. Mr. Molinelli received a B.A. in Economics from Washington and Lee University.

 

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CUSIP No. 775133101

Jeffrey C. Smith is a Managing Member, Chief Executive Officer and Chief Investment Officer of Starboard Value LP, a New York-based investment adviser with a focused and fundamental approach to investing primarily in publicly traded U.S. companies. Prior to founding Starboard Value LP in April 2011, Mr. Smith was a Partner Managing Director of Ramius LLC (“Ramius”), a subsidiary of the Cowen Group, Inc. (“Cowen”), and the Chief Investment Officer of the Ramius Value and Opportunity Master Fund Ltd.  Mr. Smith was also a member of Cowen’s Operating Committee and Cowen’s Investment Committee. Prior to joining Ramius in January 1998, he served as Vice President of Strategic Development of The Fresh Juice Company, Inc. (formerly NASDAQ: FRSH). He currently serves as the Chair of the Board of Directors of Papa John’s International, Inc. (NASDAQ: PZZA), the world’s third-largest pizza delivery company, since joining the Board of Directors in February 2019 and as a member of the Board of Directors of Cyxtera Technologies, Inc. (NYSE: CYXT) (“Cyxtera”), a provider of data center colocation, enterprise bare metal, and interconnectivity services from a footprint of sixty-two data centers around the world, since July 2021. Mr. Smith was formerly the Chair of the Board of Directors of Starboard Value Acquisition Corp. (formerly NASDAQ: SVAC), a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, from November 2019 until it merged with Cyxtera in July 2021; Advance Auto Parts, Inc. (NYSE: AAP), one of the largest retailers of automotive replacement parts and accessories in the United States, from May 2016 to May 2020; Darden Restaurants, Inc. (NYSE: DRI), a multi-brand restaurant operator, from October 2014 to April 2016; and Phoenix Technologies Ltd. (formerly NASDAQ: PTEC), a provider of core systems software products, services, and embedded technologies, from November 2009 until the sale of the company to Marlin Equity Partners in November 2010. In addition, Mr. Smith previously served on the Board of Directors of a number of public companies, including: Perrigo Company plc (NYSE; TASE: PRGO), a leading global healthcare company, from February 2017 to August 2019; Yahoo! Inc. (formerly NASDAQ: YHOO), a web services provider, from April 2016 until its operating business was sold to Verizon Communications Inc. in June 2017; Quantum Corporation (NASDAQ: QMCO) (formerly NYSE: QTM), a global expert in data protection and big data management, from May 2013 to May 2015; Office Depot, Inc. (formerly NYSE: ODP) (n/k/a The ODP Corporation) (NASDAQ: ODP), an office supply company, from August 2013 to September 2014; Regis Corporation (NASDAQ: RGS), a global leader in beauty salons, hair restoration centers and cosmetology education, from October 2011 until October 2013; Surmodics, Inc. (NASDAQ: SRDX), a leading provider of drug delivery and surface modification technologies to the healthcare industry, from January 2011 to August 2012; Zoran Corporation (formerly NASDAQ: ZRAN), a provider of digital solutions in the digital entertainment and digital imaging market, from March 2011 until its merger with CSR plc in August 2011; Actel Corporation (formerly NASDAQ: ACTL), a provider of power management solutions, from March 2009 until its sale to Microsemi Corporation in October 2010; Kensey Nash Corporation (formerly NASDAQ: KNSY), a medical technology company, from December 2007 to February 2009; S1 Corporation (formerly NASDAQ: SONE), a provider of customer interaction software for financial and payment services, from May 2006 to September 2008; and The Fresh Juice Company, Inc., from 1996 until its sale to the Saratoga Beverage Group, Inc. in 1998.  Mr. Smith began his career in the Mergers and Acquisitions department at Société Générale.  Mr. Smith graduated from The Wharton School of Business at The University of Pennsylvania, where he received a B.S. in Economics.

 

Susan C. Schnabel is the Co-Founder and Co-Managing Partner of aPriori Capital Partners L.P. (“aPriori Capital”), an independent leveraged buyout fund advisor created in connection with the spin-off of DLJ Merchant Banking Partners from Credit Suisse in 2014. Prior to forming aPriori Capital, Ms. Schnabel worked at Credit Suisse as a Managing Director in the Asset Management Division and Co-Head of DLJ Merchant Banking, from 1998 to 2014. Prior to that, Ms. Schnabel served as Chief Financial Officer of PetSmart, Inc. (formerly NASDAQ:PETM), a retail chain engaged in the sale of pet animal products and services. Currently, Ms. Schnabel serves as a member of the Board of Directors of ViewRay, Inc. (NASDAQ: VRAY), a healthcare services company, since March 2022, and on the Board of Directors of Altice USA, Inc. (NYSE: ATUS), an

 

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CUSIP No. 775133101

American cable television provider, since June 2021, and as the Chair of the Audit Committee of Kayne Anderson BDC, LLC, a closed-end, non-diversified management investment company that qualifies as a business development company, since October 2020. She previously served as a member of the Board of Directors of each of Versum Materials, Inc. (formerly NYSE: VSM), a leading electronic materials company, from September 2016 until it was acquired by Merck KGaA, Darmstadt, Germany in October 2019, STR Holdings, Inc. (NYSE: STRI), a provider of encapsulants to the solar industry, from 2007 to 2014, Neiman Marcus, a luxury department store chain, from October 2010 to October 2013, Pinnacle Gas Resources, Inc. (formerly NASDAQ: PINN) (n/k/a Summit Gas Resources, Inc.), an independent energy company, from 2005 to 2011, Rockwood Holdings, Inc. (formerly NYSE: ROC), a performance additives and titanium dioxide business, from 2004 to 2009, and Shoppers Drug Mart Corporation (TSX: SC), a Canadian retail pharmacy chain, from 2001 to 2004. She has also served on a number of other boards, including Visant Corp, Jostens Inc, Arcade Bioplan, Merrill Corp. (n/k/a Datasite), Deffenbaugh Industries, DeCrane Aircraft Holdings, Inc., Enduring Resources, LLC, Laramie Energy LLC, Target Media Partners and Total Safety USA. Ms. Schnabel also serves as a Trustee of Cornell University (Finance Committee and Investment Committee), as a member of each of the California Institute of Technology - Investment Committee, the US Olympic & Paralympic Foundation Board of Directors - Finance Committee, and formerly served on the Board of Directors of the Los Angeles Music Center Foundation - Treasurer and Investment Committee. In addition, Ms. Schnabel recently completed her term on The Harvard Business School Alumni Advisory Board where she served on the Executive Committee. Ms. Schnabel received her B.S. in Chemical Engineering from Cornell University and her MBA from Harvard Business School.

 

Starboard intends to continue to engage in discussions with management and the Board of the Issuer regarding Board representation and the composition of the Issuer’s Board, generally.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of Directors of the Issuer, engaging in discussions with stockholders of the Issuer or other third parties about the Issuer and the Reporting Persons’ investment, including potential business combinations or dispositions involving the Issuer or certain of its businesses, making recommendations or proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition), potential business combinations or dispositions involving the Issuer or certain of its businesses, or suggestions for improving the Issuer’s financial and/or operational performance, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, including swaps and other derivative instruments, or changing their intention with respect to any and all matters referred to in Item 4.

 

Item 5.Interest in Securities of the Issuer.

 

The aggregate percentage of Shares reported owned by each person named herein is based upon 18,811,874 Shares outstanding, as of November 4, 2022, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 9, 2022.

 

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CUSIP No. 775133101

A.Starboard V&O Fund

 

(a)As of the close of business on February 6, 2023, Starboard V&O Fund beneficially owned 737,990 Shares.

 

Percentage: Approximately 3.9%

 

(b)1. Sole power to vote or direct vote: 737,990
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 737,990
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard V&O Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

B.Starboard S LLC

 

(a)As of the close of business on February 6, 2023, Starboard S LLC beneficially owned 86,288 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 86,288
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 86,288
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard S LLC during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

C.Starboard C LP

 

(a)As of the close of business on February 6, 2023, Starboard C LP beneficially owned 64,914 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 64,914
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 64,914
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

D.Starboard R LP

 

(a)As of close of business on February 6, 2023, Starboard R LP may be deemed the beneficial owner of 64,914 Shares owned by Starboard C LP.

 

Percentage: Less than 1%

 

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CUSIP No. 775133101

(b)1. Sole power to vote or direct vote: 64,914
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 64,914
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard R LP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard C LP during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

E.Starboard L Master

 

(a)As of the close of business on February 6, 2023, Starboard L Master beneficially owned 36,808 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 36,808
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 36,808
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

F.Starboard L GP

 

(a)Starboard L GP, as the general partner of Starboard L Master, may be deemed the beneficial owner of the 36,808 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 36,808
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 36,808
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard L GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

G.Starboard R GP

 

(a)Starboard R GP, as the general partner of Starboard R LP and Starboard L GP, may be deemed the beneficial owner of the (i) 64,914 Shares owned by Starboard C LP and (ii) 36,808 Shares owned by Starboard L Master.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 101,722
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 101,722
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. 775133101

(c)Starboard R GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of each of Starboard C LP and Starboard L Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

H.Starboard X Master

 

(a)As of the close of business on February 6, 2023, Starboard X Master beneficially owned 168,651 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 168,651
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 168,651
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

I.Starboard Value LP

 

(a)As of the close of business on February 6, 2023, 127,349 Shares were held in the Starboard Value LP Account. Starboard Value LP, as the investment manager of Starboard V&O Fund, Starboard C LP, Starboard L Master, Starboard X Master, and the Starboard Value LP Account and the manager of Starboard S LLC, may be deemed the beneficial owner of the (i) 737,990 Shares owned by Starboard V&O Fund, (ii) 86,288 Shares owned by Starboard S LLC, (iii) 64,914 Shares owned by Starboard C LP, (iv) 36,808 Shares owned by Starboard L Master, (v) 168,651 Shares owned by Starboard X Master and (vi) 127,349 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 1,222,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,222,000
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

J.Starboard Value GP

 

(a)Starboard Value GP, as the general partner of Starboard Value LP, may be deemed the beneficial owner of the (i) 737,990 Shares owned by Starboard V&O Fund, (ii) 86,288 Shares owned by Starboard S LLC, (iii) 64,914 Shares owned by Starboard C LP, (iv) 36,808 Shares owned by Starboard L Master, (v) 168,651 Shares owned by Starboard X Master and (vi) 127,349 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

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CUSIP No. 775133101

(b)1. Sole power to vote or direct vote: 1,222,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,222,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Starboard Value GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

K.Principal Co

 

(a)Principal Co, as a member of Starboard Value GP, may be deemed the beneficial owner of the (i) 737,990 Shares owned by Starboard V&O Fund, (ii) 86,288 Shares owned by Starboard S LLC, (iii) 64,914 Shares owned by Starboard C LP, (iv) 36,808 Shares owned by Starboard L Master, (v) 168,651 Shares owned by Starboard X Master and (vi) 127,349 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 1,222,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,222,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal Co has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference

 

L.Principal GP

 

(a)Principal GP, as the general partner of Principal Co, may be deemed the beneficial owner of (i) 737,990 Shares owned by Starboard V&O Fund, (ii) 86,288 Shares owned by Starboard S LLC, (iii) 64,914 Shares owned by Starboard C LP, (iv) 36,808 Shares owned by Starboard L Master, (v) 168,651 Shares owned by Starboard X Master and (vi) 127,349 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 1,222,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,222,000
4. Shared power to dispose or direct the disposition: 0

 

(c)Principal GP has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference

 

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CUSIP No. 775133101

M.Messrs. Smith and Feld

 

(a)Each of Messrs. Smith and Feld, as a member of Principal GP and as a member of each of the Management Committee of Starboard Value GP and the Management Committee of Principal GP, may be deemed the beneficial owner of the (i) 737,990 Shares owned by Starboard V&O Fund, (ii) 86,288 Shares owned by Starboard S LLC, (iii) 64,914 Shares owned by Starboard C LP, (iv) 36,808 Shares owned by Starboard L Master, (v) 168,651 Shares owned by Starboard X Master and (vi) 127,349 Shares held in the Starboard Value LP Account.

 

Percentage: Approximately 6.5%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 1,222,000
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 1,222,000

 

(c)None of Messrs. Smith or Feld has entered into any transactions in the Shares during the past sixty days. The transactions in the Shares by Starboard Value LP through the Starboard Value LP Account and on behalf of each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, and Starboard X Master during the past sixty days are set forth in Schedule B and are incorporated herein by reference.

 

N.Mr. Croisetière

 

(a)As of the close of business on February 6, 2023, Mr. Croisetière beneficially owned 218 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 218
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 218
4. Shared power to dispose or direct the disposition: 0

 

(c)The transaction in the Shares by Mr. Croisetière during the past sixty days is set forth on Schedule B and is incorporated herein by reference.

 

O.Mr. Lauzon

 

(a)As of the close of business on February 6, 2023, Mr. Lauzon beneficially owned 1,000 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 1,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,000
4. Shared power to dispose or direct the disposition: 0

 

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CUSIP No. 775133101

(c)The transaction in the Shares by Mr. Lauzon during the past sixty days is set forth on Schedule B and is incorporated herein by reference.

 

P.Mr. Molinelli

 

(a)As of the close of business on February 6, 2023, Mr. Molinelli did not own any Shares.

 

Percentage: 0%

 

(b)1. Sole power to vote or direct vote: 0
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 0
4. Shared power to dispose or direct the disposition: 0

 

(c)Mr. Molinelli has not entered into any transactions in the Shares during the past sixty days.

 

Q.Ms. Schnabel

 

(a)As of the close of business on February 6, 2023, Ms. Schnabel beneficially owned 150 Shares.

 

Percentage: Less than 1%

 

(b)1. Sole power to vote or direct vote: 150
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 150
4. Shared power to dispose or direct the disposition: 0

 

(c)The transactions in the Shares by Ms. Schnabel during the past sixty days are set forth on Schedule B and are incorporated herein by reference.

 

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons. Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his, her or its pecuniary interest therein.

 

(d)No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

 

(e)Not applicable.

 

Item 6.Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 

 

On December 15, 2022, the Reporting Persons entered into a Group Agreement in which, among other things, (a) the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer in the event that the group becomes obligated to file a statement on Schedule 13D, (b) the Reporting Persons agreed to solicit proxies or written consents for the election of the Nominees at the Annual Meeting (the “Solicitation”), (c) each of the Nominees (other than Messrs. Feld, Molinelli and Smith) agreed that he or she will not undertake or effect any purchase, sale, acquisition or disposition of any securities of the Issuer without the prior written consent of Starboard, and (d) Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master, Starboard X Master and Starboard Value LP through the Starboard Value Account agreed to bear all expenses incurred in connection with the Solicitation, including approved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations. The Group Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

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CUSIP No. 775133101

Starboard has signed separate letter agreements (the “Indemnification Letter Agreements”) with each of the Nominees (other than Messrs. Feld, Smith and Molinelli) pursuant to which it has agreed to indemnify such Nominees against certain claims arising from the Solicitation and any related transactions. A form of the Indemnification Letter Agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

 

Starboard has signed compensation letter agreements (the “Compensation Letter Agreements”) with each of the Nominees (other than Messrs. Feld, Smith and Molinelli), pursuant to which it has agreed to pay each of such Nominees: (i) $25,000 in cash as a result of the submission by Starboard of its nomination of such Nominee to the Issuer and (ii) $25,000 in cash upon the filing by Starboard of a definitive proxy statement with the SEC relating to the Solicitation. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed to use the after-tax proceeds from such compensation to acquire securities of the Issuer (the “Nominee Shares”), subject to Starboard’s right to waive the requirement to purchase the Nominee Shares. Pursuant to the Compensation Letter Agreements, each of such Nominees has agreed not to sell, transfer or otherwise dispose of any Nominee Shares until the earliest to occur of (i) the Issuer’s appointment or nomination of such Nominee as a director of the Issuer, (ii) the date of any agreement with the Issuer in furtherance of such Nominee’s nomination or appointment as a director of the Issuer, (iii) Starboard’s withdrawal of its nomination of such Nominee for election as a director of the Issuer, and (iv) the date of the Annual Meeting; provided, however, in the event that the Issuer enters into a business combination with a third party, each of such Nominees, may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination. A form of the Compensation Letter Agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

 

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer

 

Item 7.Material to be Filed as Exhibits.

 

99.1Group Agreement by and among Starboard Value and Opportunity Master Fund Ltd, Starboard Value and Opportunity S LLC, Starboard Value and Opportunity C LP, Starboard Value R LP, Starboard Value and Opportunity Master Fund L LP, Starboard Value L LP, Starboard Value R GP LLC, Starboard X Master Fund Ltd, Starboard Value LP, Starboard Value GP LLC, Starboard Principal Co LP, Starboard Principal Co GP LLC, Jeffrey C. Smith, Peter A. Feld, Jacques Croisetière, Armand F. Lauzon, Jr., Gavin T. Molinelli and Susan C. Schnabel, dated December 15, 2022.

 

99.2Form of Indemnification Letter Agreement.

 

99.2Form of Compensation Letter Agreement.

 

99.4Powers of Attorney.

 

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CUSIP No. 775133101

SIGNATURES

 

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: February 6, 2023

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard Value and Opportunity S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard Value and Opportunity Master Fund L LP

By: Starboard Value L LP,

its general partner

 

  

Starboard Value L LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

STARBOARD VALUE R GP LLC

 

 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory

 

 

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Peter A. Feld, Jacques Croisetière, Armand F. Lauzon, Jr., Gavin T. Molinelli and Susan C. Schnabel 

 

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CUSIP No. 775133101

SCHEDULE A

 

Directors and Officers of Starboard Value and Opportunity Master Fund Ltd and Starboard X Master Fund Ltd

 

Name and Position Principal Occupation Principal Business Address Citizenship
       
Patrick Agemian Director Director of Global Funds Management, Ltd.

PO Box 10034, Harbour Place

2nd Floor

103 South Church Street

Grand Cayman

Cayman Islands, KY1-1001

 

 Canada
       

Kenneth R. Marlin

Director

 

 Chief Financial Officer, Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

 

 United States of America
       

Alaina Danley

Director

 

 Managing Director of Waystone Governance Ltd.

Waystone Governance Ltd.

Suite 5B201, 2nd Floor

One Nexus Way

P.O. Box 2587

Grand Cayman

Cayman Islands, KY1-1103

 Cayman Islands

 

CUSIP No. 775133101

SCHEDULE B

 

Transactions in the Shares During the Past Sixty Days

 

Nature of the Transaction

Amount of Securities

Purchased/(Sold)

 Price ($)

Date of 

Purchase/Sale

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

 

Sale of Common Stock (30,203) 121.8597 12/09/2022
Purchase of Forward Contract 30,203 121.9478 12/09/2022
Purchase of Common Stock 2,050 119.1800 12/12/2022
Purchase of Common Stock 2,050 119.1800 12/12/2022
Sale of Common Stock (30,203) 119.9690 12/12/2022
Purchase of Forward Contract 30,203 120.0412 12/12/2022
Purchase of Common Stock 17,161 119.9176 12/12/2022
Purchase of Common Stock 17,161 119.9176 12/12/2022
Purchase of Common Stock 15,075 120.0202 12/12/2022
Purchase of Common Stock 15,075 120.0202 12/12/2022
Purchase of Common Stock 85 120.3857 12/13/2022
Purchase of Common Stock 84 120.3857 12/13/2022
Sale of Common Stock (30,173) 120.7207 12/13/2022
Purchase of Forward Contract 30,173 120.8954 12/13/2022
Purchase of Common Stock 30,150 121.3865 12/13/2022
Purchase of Common Stock 30,150 121.3865 12/13/2022
Sale of Common Stock (60,327) 122.5585 12/14/2022
Purchase of Forward Contract 60,327 122.6214 12/14/2022
Purchase of Common Stock 15,075 122.3486 12/14/2022
Purchase of Common Stock 15,075 122.3486 12/14/2022
Sale of Common Stock (60,320) 117.6094 12/15/2022
Purchase of Forward Contract 60,320 117.7834 12/15/2022
Purchase of Common Stock 15,075 117.6262 12/15/2022
Purchase of Common Stock 15,076 117.6262 12/15/2022
Sale of Common Stock (59,918) 116.1280 12/16/2022
Sale of Common Stock (29,752) 116.1280 12/16/2022
Purchase of Forward Contract 89,670 116.2896 12/16/2022
Purchase of Common Stock 1,508 114.0000 12/21/2022
Purchase of Common Stock 1,507 114.0000 12/21/2022
Purchase of Common Stock 7,538 113.8543 12/21/2022
Purchase of Common Stock 7,537 113.8543 12/21/2022
Purchase of Common Stock 6,029 112.7453 12/22/2022
Purchase of Common Stock 6,031 112.7453 12/22/2022
Purchase of Common Stock 8,291 113.8595 12/28/2022
Purchase of Common Stock 8,291 113.8595 12/28/2022
Sale of Common Stock (15,075) 113.9147 12/28/2022
Sale of Common Stock (15,075) 113.9147 12/28/2022
Purchase of Forward Contract 30,150 114.0064 12/28/2022
Purchase of Common Stock 6,784 113.6621 12/28/2022
Purchase of Common Stock 6,784 113.6621 12/28/2022
Sale of Common Stock (15,075) 119.9394 12/29/2022
Sale of Common Stock (15,075) 119.9394 12/29/2022
Purchase of Forward Contract 30,150 120.0925 12/29/2022
Purchase of Common Stock 8,498 126.9407 01/12/2023
Purchase of Common Stock 8,498 126.9407 01/12/2023
Purchase of Common Stock 2,428 130.6800 01/13/2023
Purchase of Common Stock 2,428 130.6800 01/13/2023
Purchase of Common Stock 3,187 130.0392 01/13/2023
Purchase of Common Stock 3,187 130.0392 01/13/2023
Purchase of Common Stock 6,828 130.0253 01/13/2023
Purchase of Common Stock 6,828 130.0253 01/13/2023
Purchase of Common Stock 911 128.9747 01/17/2023
Purchase of Common Stock 910 128.9747 01/17/2023
Purchase of Common Stock 6,070 129.2781 01/17/2023
Purchase of Common Stock 6,070 129.2781 01/17/2023
Purchase of Common Stock 15,175 130.0472 01/18/2023
Purchase of Common Stock 15,175 130.0472 01/18/2023
Purchase of Common Stock 10,441 129.9028 01/19/2023
Purchase of Common Stock 10,440 129.9028 01/19/2023
Purchase of Common Stock 7,466 132.1503 01/23/2023
Purchase of Common Stock 7,466 132.1503 01/23/2023
Purchase of Common Stock 7,587 132.1173 01/23/2023
Purchase of Common Stock 7,588 132.1173 01/23/2023
Purchase of Common Stock 9,105 131.5493 01/24/2023
Purchase of Common Stock 9,105 131.5493 01/24/2023
Purchase of Common Stock 8,195 131.3619 01/25/2023
Purchase of Common Stock 8,194 131.3619 01/25/2023
Purchase of Common Stock 7,193 132.3247 01/25/2023
Purchase of Common Stock 7,193 132.3247 01/25/2023
Purchase of Common Stock 698 133.7502 01/25/2023
Purchase of Common Stock 698 133.7502 01/25/2023
Purchase of Common Stock 6,070 134.5931 01/26/2023
Purchase of Common Stock 6,070 134.5931 01/26/2023
Purchase of Common Stock 7,588 135.9997 01/27/2023
Purchase of Common Stock 7,587 135.9997 01/27/2023
Purchase of Common Stock 5,463 136.3105 01/30/2023
Purchase of Common Stock 5,463 136.3105 01/30/2023
Purchase of Common Stock 1,039 136.3271 01/30/2023
Purchase of Common Stock 1,039 136.3271 01/30/2023
Purchase of Common Stock 7,618 136.4105 01/30/2023
Purchase of Common Stock 7,618 136.4105 01/30/2023
Purchase of Common Stock 6,219 136.0275 01/30/2023
Purchase of Common Stock 6,219 136.0275 01/30/2023
Purchase of Common Stock 3,946 138.5583 01/31/2023
Purchase of Common Stock 3,945 138.5583 01/31/2023
Purchase of Common Stock 1,821 137.8270 01/31/2023
Purchase of Common Stock 1,821 137.8270 01/31/2023
Purchase of Common Stock 1,441 136.9830 02/01/2023
Purchase of Common Stock 1,441 136.9830 02/01/2023
Purchase of Common Stock 42,807 142.3751 02/02/2023
Purchase of Common Stock 42,807 142.3751 02/02/2023
Exercise of Forward Contract 381,906 118.9116 02/02/2023

  

CUSIP No. 775133101

STARBOARD VALUE AND OPPORTUNITY S LLC

 

Sale of Common Stock (3,541) 121.8597 12/09/2022
Purchase of Forward Contract 3,541 121.9478 12/09/2022
Purchase of Common Stock 483 119.1800 12/12/2022
Sale of Common Stock (3,541) 119.9690 12/12/2022
Purchase of Forward Contract 3,541 120.0412 12/12/2022
Purchase of Common Stock 4,041 119.9176 12/12/2022
Purchase of Common Stock 3,550 120.0202 12/12/2022
Purchase of Common Stock 20 120.3857 12/13/2022
Sale of Common Stock (3,546) 120.7207 12/13/2022
Purchase of Forward Contract 3,546 120.8954 12/13/2022
Purchase of Common Stock 7,100 121.3865 12/13/2022
Sale of Common Stock (7,095) 122.5585 12/14/2022
Purchase of Forward Contract 7,095 122.6214 12/14/2022
Purchase of Common Stock 3,550 122.3486 12/14/2022
Sale of Common Stock (7,096) 117.6094 12/15/2022
Purchase of Forward Contract 7,096 117.7834 12/15/2022
Purchase of Common Stock 3,550 117.6262 12/15/2022
Sale of Common Stock (10,611) 116.1280 12/16/2022
Purchase of Forward Contract 10,611 116.2896 12/16/2022
Purchase of Common Stock 355 114.0000 12/21/2022
Purchase of Common Stock 1,775 113.8543 12/21/2022
Purchase of Common Stock 1,420 112.7453 12/22/2022
Purchase of Common Stock 1,953 113.8595 12/28/2022
Sale of Common Stock (3,550) 113.9147 12/28/2022
Purchase of Forward Contract 3,550 114.0064 12/28/2022
Purchase of Common Stock 1,597 113.6621 12/28/2022
Sale of Common Stock (3,550) 119.9394 12/29/2022
Purchase of Forward Contract 3,550 120.0925 12/29/2022
Purchase of Common Stock 1,960 126.9407 01/12/2023
Purchase of Common Stock 560 130.6800 01/13/2023
Purchase of Common Stock 735 130.0392 01/13/2023
Purchase of Common Stock 1,575 130.0253 01/13/2023
Purchase of Common Stock 210 128.9747 01/17/2023
Purchase of Common Stock 1,400 129.2781 01/17/2023
Purchase of Common Stock 3,500 130.0472 01/18/2023
Purchase of Common Stock 2,408 129.9028 01/19/2023
Purchase of Common Stock 1,722 132.1503 01/23/2023
Purchase of Common Stock 1,750 132.1173 01/23/2023
Purchase of Common Stock 2,100 131.5493 01/24/2023
Purchase of Common Stock 1,890 131.3619 01/25/2023
Purchase of Common Stock 1,659 132.3247 01/25/2023
Purchase of Common Stock 161 133.7502 01/25/2023
Purchase of Common Stock 1,400 134.5931 01/26/2023
Purchase of Common Stock 1,750 135.9997 01/27/2023
Purchase of Common Stock 1,260 136.3105 01/30/2023
Purchase of Common Stock 240 136.3271 01/30/2023
Purchase of Common Stock 1,757 136.4105 01/30/2023
Purchase of Common Stock 1,434 136.0275 01/30/2023
Purchase of Common Stock 910 138.5583 01/31/2023
Purchase of Common Stock 420 137.8270 01/31/2023
Purchase of Common Stock 342 136.9830 02/01/2023
Purchase of Common Stock 10,165 142.3751 02/02/2023
Exercise of Forward Contract 44,980 118.9027 02/02/2023

  

CUSIP No. 775133101

STARBOARD VALUE AND OPPORTUNITY C LP

 

Sale of Common Stock (2,643) 121.8597 12/09/2022
Purchase of Forward Contract 2,643 121.9478 12/09/2022
Purchase of Common Stock 361 119.1800 12/12/2022
Sale of Common Stock (2,643) 119.9690 12/12/2022
Purchase of Forward Contract 2,643 120.0412 12/12/2022
Purchase of Common Stock 3,017 119.9176 12/12/2022
Purchase of Common Stock 2,650 120.0202 12/12/2022
Purchase of Common Stock 15 120.3857 12/13/2022
Sale of Common Stock (2,647) 120.7207 12/13/2022
Purchase of Forward Contract 2,647 120.8954 12/13/2022
Purchase of Common Stock 5,300 121.3865 12/13/2022
Sale of Common Stock (5,297) 122.5585 12/14/2022
Purchase of Forward Contract 5,297 122.6214 12/14/2022
Purchase of Common Stock 2,650 122.3486 12/14/2022
Sale of Common Stock (5,297) 117.6094 12/15/2022
Purchase of Forward Contract 5,297 117.7834 12/15/2022
Purchase of Common Stock 2,649 117.6262 12/15/2022
Sale of Common Stock (7,920) 116.1280 12/16/2022
Purchase of Forward Contract 7,920 116.2896 12/16/2022
Purchase of Common Stock 265 114.0000 12/21/2022
Purchase of Common Stock 1,325 113.8543 12/21/2022
Purchase of Common Stock 1,060 112.7453 12/22/2022
Purchase of Common Stock 1,458 113.8595 12/28/2022
Sale of Common Stock (2,650) 113.9147 12/28/2022
Purchase of Forward Contract 2,650 114.0064 12/28/2022
Purchase of Common Stock 1,192 113.6621 12/28/2022
Sale of Common Stock (2,650) 119.9394 12/29/2022
Purchase of Forward Contract 2,650 120.0925 12/29/2022
Purchase of Common Stock 1,484 126.9407 01/12/2023
Purchase of Common Stock 424 130.6800 01/13/2023
Purchase of Common Stock 557 130.0392 01/13/2023
Purchase of Common Stock 1,193 130.0253 01/13/2023
Purchase of Common Stock 159 128.9747 01/17/2023
Purchase of Common Stock 1,060 129.2781 01/17/2023
Purchase of Common Stock 2,650 130.0472 01/18/2023
Purchase of Common Stock 1,823 129.9028 01/19/2023
Purchase of Common Stock 1,304 132.1503 01/23/2023
Purchase of Common Stock 1,325 132.1173 01/23/2023
Purchase of Common Stock 1,590 131.5493 01/24/2023
Purchase of Common Stock 1,431 131.3619 01/25/2023
Purchase of Common Stock 1,256 132.3247 01/25/2023
Purchase of Common Stock 122 133.7502 01/25/2023
Purchase of Common Stock 1,060 134.5931 01/26/2023
Purchase of Common Stock 1,325 135.9997 01/27/2023
Purchase of Common Stock 954 136.3105 01/30/2023
Purchase of Common Stock 181 136.3271 01/30/2023
Purchase of Common Stock 1,330 136.4105 01/30/2023
Purchase of Common Stock 1,086 136.0275 01/30/2023
Purchase of Common Stock 689 138.5583 01/31/2023
Purchase of Common Stock 318 137.8270 01/31/2023
Purchase of Common Stock 260 136.9830 02/01/2023
Purchase of Common Stock 7,731 142.3751 02/02/2023
Exercise of Forward Contract 33,602 118.8922 02/02/2023

  

CUSIP No. 775133101

STARBOARD VALUE AND OPPORTUNITY MASTER FUND L LP

 

Sale of Common Stock (1,496) 121.8597 12/09/2022
Purchase of Forward Contract 1,496 121.9478 12/09/2022
Purchase of Common Stock 204 119.1800 12/12/2022
Sale of Common Stock (1,496) 119.9690 12/12/2022
Purchase of Forward Contract 1,496 120.0412 12/12/2022
Purchase of Common Stock 1,708 119.9176 12/12/2022
Purchase of Common Stock 1,500 120.0202 12/12/2022
Purchase of Common Stock 8 120.3857 12/13/2022
Sale of Common Stock (1,498) 120.7207 12/13/2022
Purchase of Forward Contract 1,498 120.8954 12/13/2022
Purchase of Common Stock 3,000 121.3865 12/13/2022
Sale of Common Stock (2,998) 122.5585 12/14/2022
Purchase of Forward Contract 2,998 122.6214 12/14/2022
Purchase of Common Stock 1,500 122.3486 12/14/2022
Sale of Common Stock (2,999) 117.6094 12/15/2022
Purchase of Forward Contract 2,999 117.7834 12/15/2022
Purchase of Common Stock 1,500 117.6262 12/15/2022
Sale of Common Stock (4,483) 116.1280 12/16/2022
Purchase of Forward Contract 4,483 116.2896 12/16/2022
Purchase of Common Stock 150 114.0000 12/21/2022
Purchase of Common Stock 750 113.8543 12/21/2022
Purchase of Common Stock 600 112.7453 12/22/2022
Purchase of Common Stock 825 113.8595 12/28/2022
Sale of Common Stock (1,500) 113.9147 12/28/2022
Purchase of Forward Contract 1,500 114.0064 12/28/2022
Purchase of Common Stock 675 113.6621 12/28/2022
Sale of Common Stock (1,500) 119.9394 12/29/2022
Purchase of Forward Contract 1,500 120.0925 12/29/2022
Purchase of Common Stock 840 126.9407 01/12/2023
Purchase of Common Stock 240 130.6800 01/13/2023
Purchase of Common Stock 315 130.0392 01/13/2023
Purchase of Common Stock 675 130.0253 01/13/2023
Purchase of Common Stock 90 128.9747 01/17/2023
Purchase of Common Stock 600 129.2781 01/17/2023
Purchase of Common Stock 1,500 130.0472 01/18/2023
Purchase of Common Stock 1,032 129.9028 01/19/2023
Purchase of Common Stock 738 132.1503 01/23/2023
Purchase of Common Stock 750 132.1173 01/23/2023
Purchase of Common Stock 900 131.5493 01/24/2023
Purchase of Common Stock 810 131.3619 01/25/2023
Purchase of Common Stock 711 132.3247 01/25/2023
Purchase of Common Stock 69 133.7502 01/25/2023
Purchase of Common Stock 600 134.5931 01/26/2023
Purchase of Common Stock 750 135.9997 01/27/2023
Purchase of Common Stock 540 136.3105 01/30/2023
Purchase of Common Stock 103 136.3271 01/30/2023
Purchase of Common Stock 753 136.4105 01/30/2023
Purchase of Common Stock 615 136.0275 01/30/2023
Purchase of Common Stock 390 138.5583 01/31/2023
Purchase of Common Stock 180 137.8270 01/31/2023
Purchase of Common Stock 149 136.9830 02/01/2023
Purchase of Common Stock 4,438 142.3751 02/02/2023
Exercise of Forward Contract 19,020 118.8920 02/02/2023

 

CUSIP No. 775133101

STARBOARD X MASTER FUND LTD

 

Sale of Common Stock (6,931) 121.8597 12/09/2022
Purchase of Forward Contract 6,931 121.9478 12/09/2022
Purchase of Common Stock 945 119.1800 12/12/2022
Sale of Common Stock (6,931) 119.9690 12/12/2022
Purchase of Forward Contract 6,931 120.0412 12/12/2022
Purchase of Common Stock 7,912 119.9176 12/12/2022
Purchase of Common Stock 6,950 120.0202 12/12/2022
Purchase of Common Stock 39 120.3857 12/13/2022
Sale of Common Stock (6,942) 120.7207 12/13/2022
Purchase of Forward Contract 6,942 120.8954 12/13/2022
Purchase of Common Stock 13,900 121.3865 12/13/2022
Sale of Common Stock (13,890) 122.5585 12/14/2022
Purchase of Forward Contract 13,890 122.6214 12/14/2022
Purchase of Common Stock 6,950 122.3486 12/14/2022
Sale of Common Stock (13,893) 117.6094 12/15/2022
Purchase of Forward Contract 13,893 117.7834 12/15/2022
Purchase of Common Stock 6,950 117.6262 12/15/2022
Sale of Common Stock (20,774) 116.1280 12/16/2022
Purchase of Forward Contract 20,774 116.2896 12/16/2022
Purchase of Common Stock 695 114.0000 12/21/2022
Purchase of Common Stock 3,475 113.8543 12/21/2022
Purchase of Common Stock 2,780 112.7453 12/22/2022
Purchase of Common Stock 3,822 113.8595 12/28/2022
Sale of Common Stock (6,950) 113.9147 12/28/2022
Purchase of Forward Contract 6,950 114.0064 12/28/2022
Purchase of Common Stock 3,128 113.6621 12/28/2022
Sale of Common Stock (6,950) 119.9394 12/29/2022
Purchase of Forward Contract 6,950 120.0925 12/29/2022
Purchase of Common Stock 3,808 126.9407 01/12/2023
Purchase of Common Stock 1,088 130.6800 01/13/2023
Purchase of Common Stock 1,428 130.0392 01/13/2023
Purchase of Common Stock 3,060 130.0253 01/13/2023
Purchase of Common Stock 408 128.9747 01/17/2023
Purchase of Common Stock 2,720 129.2781 01/17/2023
Purchase of Common Stock 6,800 130.0472 01/18/2023
Purchase of Common Stock 4,678 129.9028 01/19/2023
Purchase of Common Stock 3,346 132.1503 01/23/2023
Purchase of Common Stock 3,400 132.1173 01/23/2023
Purchase of Common Stock 4,080 131.5493 01/24/2023
Purchase of Common Stock 3,672 131.3619 01/25/2023
Purchase of Common Stock 3,224 132.3247 01/25/2023
Purchase of Common Stock 312 133.7502 01/25/2023
Purchase of Common Stock 2,720 134.5931 01/26/2023
Purchase of Common Stock 3,400 135.9997 01/27/2023
Purchase of Common Stock 2,448 136.3105 01/30/2023
Purchase of Common Stock 465 136.3271 01/30/2023
Purchase of Common Stock 3,414 136.4105 01/30/2023
Purchase of Common Stock 2,786 136.0275 01/30/2023
Purchase of Common Stock 1,768 138.5583 01/31/2023
Purchase of Common Stock 816 137.8270 01/31/2023
Purchase of Common Stock 675 136.9830 02/01/2023
Purchase of Common Stock 20,044 142.3751 02/02/2023
Exercise of Forward Contract 88,091 118.8974 02/02/2023

  

CUSIP No. 775133101

STARBOARD VALUE LP

(Through the Starboard Value LP Account)

 

Sale of Common Stock (5,186) 121.8597 12/09/2022
Purchase of Forward Contract 5,186 121.9478 12/09/2022
Purchase of Common Stock 707 119.1800 12/12/2022
Sale of Common Stock (5,186) 119.9690 12/12/2022
Purchase of Forward Contract 5,186 120.0412 12/12/2022
Purchase of Common Stock 5,920 119.9176 12/12/2022
Purchase of Common Stock 5,200 120.0202 12/12/2022
Purchase of Common Stock 29 120.3857 12/13/2022
Sale of Common Stock (5,194) 120.7207 12/13/2022
Purchase of Forward Contract 5,194 120.8954 12/13/2022
Purchase of Common Stock 10,400 121.3865 12/13/2022
Sale of Common Stock (10,393) 122.5585 12/14/2022
Purchase of Forward Contract 10,393 122.6214 12/14/2022
Purchase of Common Stock 5,200 122.3486 12/14/2022
Sale of Common Stock (10,395) 117.6094 12/15/2022
Purchase of Forward Contract 10,395 117.7834 12/15/2022
Purchase of Common Stock 5,200 117.6262 12/15/2022
Sale of Common Stock (15,542) 116.1280 12/16/2022
Purchase of Forward Contract 15,542 116.2896 12/16/2022
Purchase of Common Stock 520 114.0000 12/21/2022
Purchase of Common Stock 2,600 113.8543 12/21/2022
Purchase of Common Stock 2,080 112.7453 12/22/2022
Purchase of Common Stock 2,860 113.8595 12/28/2022
Sale of Common Stock (5,200) 113.9147 12/28/2022
Purchase of Forward Contract 5,200 114.0064 12/28/2022
Purchase of Common Stock 2,340 113.6621 12/28/2022
Sale of Common Stock (5,200) 119.9394 12/29/2022
Purchase of Forward Contract 5,200 120.0925 12/29/2022
Purchase of Common Stock 2,912 126.9407 01/12/2023
Purchase of Common Stock 832 130.6800 01/13/2023
Purchase of Common Stock 1,092 130.0392 01/13/2023
Purchase of Common Stock 2,340 130.0253 01/13/2023
Purchase of Common Stock 312 128.9747 01/17/2023
Purchase of Common Stock 2,080 129.2781 01/17/2023
Purchase of Common Stock 5,200 130.0472 01/18/2023
Purchase of Common Stock 3,578 129.9028 01/19/2023
Purchase of Common Stock 2,558 132.1503 01/23/2023
Purchase of Common Stock 2,600 132.1173 01/23/2023
Purchase of Common Stock 3,120 131.5493 01/24/2023
Purchase of Common Stock 2,808 131.3619 01/25/2023
Purchase of Common Stock 2,465 132.3247 01/25/2023
Purchase of Common Stock 239 133.7502 01/25/2023
Purchase of Common Stock 2,080 134.5931 01/26/2023
Purchase of Common Stock 2,600 135.9997 01/27/2023
Purchase of Common Stock 1,872 136.3105 01/30/2023
Purchase of Common Stock 356 136.3271 01/30/2023
Purchase of Common Stock 2,610 136.4105 01/30/2023
Purchase of Common Stock 2,131 136.0275 01/30/2023
Purchase of Common Stock 1,352 138.5583 01/31/2023
Purchase of Common Stock 624 137.8270 01/31/2023
Purchase of Common Stock 511 136.9830 02/01/2023
Purchase of Common Stock 15,176 142.3751 02/02/2023
Exercise of Forward Contract 65,901 137.2830 02/02/2023

  

CUSIP No. 775133101

JACQUES CROISETIÈRE

 

Purchase of Common Stock 218 114.2000 12/20/2022

 

ARMAND F. LAUZON, JR.

 

Purchase of Common Stock 1,000 119.7000 01/03/2023

 

SUSAN C. SCHNABEL

 

Purchase of Common Stock 100 113.3496 12/20/2022
Purchase of Common Stock 16 113.3400 12/20/2022
Purchase of Common Stock 34 113.3500 12/20/2022

 

 EX-99.1 2 e618226_ex99-1.htm GROUP AGREEMENT

 

GROUP AGREEMENT

 

WHEREAS, certain of the undersigned are shareholders, direct or beneficial, of Rogers Corporation, a Massachusetts corporation (the “Company”);

 

WHEREAS, Starboard Value and Opportunity Master Fund Ltd, a Cayman Islands exempted company (“Starboard V&O Fund”), Starboard Value and Opportunity S LLC, a Delaware limited liability company (“Starboard S LLC”), Starboard Value and Opportunity C LP, a Delaware limited partnership (“Starboard C LP”), Starboard Value R LP, a Delaware limited partnership, Starboard Value and Opportunity Master Fund L LP, a Cayman Islands exempted limited partnership (“Starboard L Master”), Starboard Value L LP, a Delaware limited partnership, Starboard Value R GP LLC, a Delaware limited liability company, Starboard X Master Fund Ltd, a Cayman Islands exempted company (“Starboard X Master”), Starboard Value LP, a Delaware limited partnership, Starboard Value GP LLC, a Delaware limited liability company, Starboard Principal Co LP, a Delaware limited partnership, Starboard Principal Co GP LLC, a Delaware limited liability company, Jeffrey C. Smith and Peter A. Feld (collectively, “Starboard”), Gavin T. Molinelli, Armand F. Lauzon, Jr., Susan C. Schnabel and Jacques Croisetiere (collectively, the “Group”), wish to form a group for the purpose of seeking representation on the Board of Directors of the Company (the “Board”) at the 2023 annual meeting of shareholders of the Company (including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, the “Annual Meeting”) and for the purpose of taking all other action necessary to achieve the foregoing.

 

NOW, IT IS AGREED, this 15th day of December 2022 by the parties hereto:

 

1.       In the event that the Group becomes obligated to file a statement on Schedule 13D while this agreement (the “Agreement”) is in effect, in accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Group agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the securities of the Company. Each member of the Group shall be responsible for the accuracy and completeness of his/her/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate.

 

2.       So long as this agreement is in effect, each of Armand F. Lauzon, Jr., Susan C. Schnabel and Jacques Croisetiere agrees to provide Starboard advance written notice prior to effecting any purchase, sale, acquisition or disposal of any securities of the Company which he or she has, or would have, direct or indirect beneficial ownership so that Starboard has an opportunity to review the potential implications of any such transaction in the securities of the Company and pre-clear any such potential transaction in the securities of the Company by Armand F. Lauzon, Jr., Susan C. Schnabel and Jacques Croisetiere. Each of Armand F. Lauzon, Jr., Susan C. Schnabel and Jacques Croisetiere agrees that he or she shall not undertake or effect any purchase, sale, acquisition or disposal of any securities of the Company without the prior written consent of Starboard.

 

3.       So long as this agreement is in effect, each of the undersigned shall provide written notice to Olshan Frome Wolosky LLP (“Olshan”) of (i) any of their purchases or sales of securities of the Company; or (ii) any securities of the Company over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction

 

4.       Each of the undersigned agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of the persons nominated by the Group to the Board at the Annual Meeting, (ii) taking such other actions as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing.

 

 

 

 

5.       Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master and Starboard Value LP shall have the right to pre-approve all expenses incurred in connection with the Group’s activities and agree to pay directly all such pre-approved expenses on a pro rata basis between Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master and Starboard Value LP through a certain account managed by Starboard Value LP (the “Starboard Value LP Account”) based on the number of Shares in the aggregate beneficially owned by each of Starboard V&O Fund, Starboard S LLC, Starboard C LP, Starboard L Master and Starboard X Master and held in the Starboard Value LP Account on the date hereof.

 

6.       Each of the undersigned agrees that any SEC filing, press release or shareholders communication proposed to be made or issued by the Group or any member of the Group in connection with the Group’s activities set forth in Section 4 shall be first approved by Starboard, or its representatives, which approval shall not be unreasonably withheld.

 

7.       The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification. Nothing herein shall restrict any party’s right to purchase or sell securities of the Company, as he/she/it deems appropriate, in his/her/its sole discretion, provided that all such sales are made in compliance with all applicable securities laws.

 

8.       This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

 

9.       In the event of any dispute arising out of the provisions of this Agreement or their investment in the Company, the parties hereto consent and submit to the exclusive jurisdiction of the Federal and State Courts in the State of New York.

 

10.       Any party hereto may terminate his/her/its obligations under this Agreement on 24 hours’ written notice to all other parties, with a copy by fax to Steve Wolosky at Olshan, Fax No. (212) 451-2222.

 

11.       Each party acknowledges that Olshan shall act as counsel for both the Group and Starboard and its affiliates relating to their investment in the Company.

 

12.       Each of the undersigned parties hereby agrees that this Agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

 

 

 

 

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the day and year first above written.

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

Starboard Value and Opportunity S LLC

By: Starboard Value LP,

its manager

 

Starboard Value and Opportunity C LP

By: Starboard Value R LP,

its general partner

 

STARBOARD VALUE R LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard Value and Opportunity Master Fund L LP

By: Starboard Value L LP,

its general partner

 

  

Starboard Value L LP

By: Starboard Value R GP LLC,

its general partner

 

Starboard X MASTER FUND LTD

By: Starboard Value LP,

its investment manager

 

STARBOARD VALUE LP

By: Starboard Value GP LLC,

its general partner

 

STARBOARD VALUE GP LLC

By: Starboard Principal Co LP,

its member

 

STARBOARD PRINCIPAL CO LP

By: Starboard Principal Co GP LLC,

its general partner

 

STARBOARD PRINCIPAL CO GP LLC

 

STARBOARD VALUE R GP LLC

 

 
By:

/s/ Jeffrey C. Smith

  Name: Jeffrey C. Smith
  Title: Authorized Signatory
     

 

/s/ Jeffrey C. Smith

JEFFREY C. SMITH

Individually and as attorney-in-fact for Peter A. Feld and Gavin T. Molinelli

 

  /s/ JACQUES Croisetiere
 
  JACQUES CROISETIERE
   
  /s/ Armand f. lauzon, Jr.
 
  Armand f. lauzon, jr.
 
  /s/ Susan c. schnabel
 
  Susan c. schnabel
 EX-99.2 3 e618226_ex99-2.htm FORM OF INDEMNIFICATION LETTER AGREEMENT

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

c/o Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

 

December ___, 2022

 

__________

__________ 

__________

 

Re: Rogers Corporation

 

Dear _______:

 

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Rogers Corporation (the “Company”) in connection with the proxy solicitation that Starboard Value and Opportunity Master Fund Ltd and its affiliates (collectively, the “Starboard Group”) is considering undertaking to nominate and elect directors at the Company’s 2023 annual meeting of shareholders, or any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Starboard Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its shareholders. This letter (“Agreement”) will set forth the terms of our agreement.

 

The members of the Starboard Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Starboard Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Starboard Group Solicitation and any related transactions (each, a “Loss”).

 

In the event you are notified or otherwise become aware of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Starboard Group prompt written notice (including through electronic submission) of such claim or Loss (provided that failure to promptly notify the Starboard Group shall not relieve us from any liability which we may have on account of this Agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Starboard Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Starboard Group may not enter into any settlement of loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.

 

You hereby agree to keep confidential and not disclose to any party, without the consent of the Starboard Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Starboard Group or its affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Starboard Group or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

 

 

 

 

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Starboard Group so that the Starboard Group or any member thereof may seek a protective order or other appropriate remedy or, in the Starboard Group’s sole discretion, waive compliance with the terms of this Agreement. In the event that no such protective order or other remedy is obtained or the Starboard Group does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of the Starboard Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.

 

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Starboard Group and, upon the request of a representative of the Starboard Group, all such Information shall be returned or, at the Starboard Group’s option, destroyed by you, with such destruction confirmed by you to the Starboard Group in writing.

 

This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.

 

* * *

 

 

 

 

If you agree to the foregoing terms, please sign below to indicate your acceptance.

 

  Very truly yours,

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP, its investment manager
 
By:  
Name:  
Title:  

 

ACCEPTED AND AGREED:

 

________________________

 

 EX-99.3 4 e618226_ex99-3.htm FORM OF COMPENSATION LETTER AGREEMENT

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD

c/o Starboard Value LP

777 Third Avenue, 18th Floor

New York, New York 10017

 

December ___, 2022

 

__________

__________

__________

 

 

Dear __________:

 

This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the “Starboard Group”), including Starboard Value and Opportunity Master Fund Ltd, an affiliate of Starboard Value LP, for election as a director of Rogers Corporation (the “Company”) at the Company’s 2023 annual meeting of shareholders including any other meeting of shareholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

 

In consideration of your agreement to be named and serve as a nominee of the Starboard Group for election as a director of the Company at the Annual Meeting, the undersigned hereby agrees to pay you (i) $25,000 in cash upon the Starboard Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $25,000 in cash upon the filing by the Starboard Group of a definitive proxy statement with the U.S. Securities and Exchange Commission relating to a solicitation of proxies in favor of your election as a director of the Company at the Annual Meeting. You hereby agree to use the after-tax proceeds from such compensation, or an equivalent amount of other funds, to acquire securities of the Company (the “Nominee Shares”) at such time that you shall determine, but in any event no later than fourteen (14) days after receipt of such compensation; provided, however, in the event you are unable to transact in the securities of the Company due to possession of material non-public information or any other limitation or restriction, you shall have fourteen (14) days from the first date that you can transact in the securities of the Company to acquire such securities; provided, further, that the Starboard Group shall have the right to waive the requirement to purchase Nominee Shares at any time by providing you with prior notice of any such waiver. During the term of this letter agreement, you agree not to sell, transfer or otherwise dispose of any Nominee Shares; provided, however, in the event that the Company enters into a business combination with a third party, you may sell, transfer or exchange the Nominee Shares in accordance with the terms of such business combination.

 

The term of this letter agreement shall commence on the date hereof and shall remain in effect until the earliest to occur of (i) the Company’s appointment or nomination of you for election as a director of the Company, (ii) the date of any agreement with the Company in furtherance of your nomination or appointment as a director of the Company, (iii) the Starboard Group’s withdrawal of your nomination for election as a director of the Company, and (iv) the date of the Annual Meeting.

 

The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States. The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices. The parties hereto waive trial by jury in respect of any such proceeding.

 

 

 

 

This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.

 

This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

 

STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP, its investment manager
 
By:  
Name:  
Title:  

 

Accepted and Agreed to:

 

_____________________

 

 EX-99.4 5 e618226_ex99-4.htm POWERS OF ATTORNEY

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Rogers Corporation (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2023 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                   executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                   executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                   executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;

 

4.                   performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                   taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December 2022.

 

/s/ Jacques Croisetiere

Jacques Croisetiere

 

 

 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Rogers Corporation (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2023 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                   executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                   executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                   executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;

 

4.                   performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                   taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December 2022.

 

/s/ Armand F. Lauzon, Jr.

armand f. lauzon, jr.

 

 

 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Rogers Corporation (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2023 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                   executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                   executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                   executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;

 

4.                   performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                   taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December 2022.

 

/s/ Gavin T. Molinelli

Gavin t. molinelli

 

 

 

 

POWER OF ATTORNEY

 

Know all by these presents, that the undersigned hereby constitutes and appoints Jeffrey C. Smith and Peter A. Feld, or either of them, the undersigned’s true and lawful attorney-in-fact to take any and all action in connection with (i) the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of Rogers Corporation (the “Company”) directly or indirectly beneficially owned by Starboard Value LP or any of its affiliates (collectively, the “Starboard Group”) and (ii) any proxy solicitation of the Starboard Group to elect the Starboard Group’s slate of director nominees to the board of directors of the Company at the 2023 annual meeting of shareholders of the Company (the “Solicitation”). Such action shall include, but not be limited to:

 

1.                   executing for and on behalf of the undersigned any Schedule 13D, and amendments thereto, filed by the Starboard Group that are required to be filed under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

2.                   executing for and on behalf of the undersigned all Forms 3, 4 and 5 required to be filed under Section 16(a) of the Exchange Act and the rules thereunder in connection with the undersigned’s beneficial ownership of, or participation in a group with respect to, securities of the Company or the Solicitation;

 

3.                   executing for and on behalf of the undersigned all Joint Filing and Solicitation Agreements or similar documents pursuant to which the undersigned shall agree to be a member of the Starboard Group;

 

4.                   performing any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute any such document, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

 

5.                   taking any other action of any type whatsoever in connection with the Solicitation, including entering into any settlement agreement, that in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.

 

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned's responsibilities to comply with Section 13(d), Section 16 or Section 14 of the Exchange Act.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer a member of the Starboard Group unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of December 2022.

 

/s/ Susan C. Schnabel

susan c. schnabel