8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

November 15, 2022

Date of Report (Date of earliest event reported)

ROPER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE

(State or other jurisdiction

of incorporation)

1-12273	51-0263969
(Commission File Number)	(IRS Employer Identification No.)

6901 Professional Parkway, Suite 200 Sarasota, Florida	34240
(Address of principal executive offices)	(Zip Code)

(941) 556-2601

(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol(s)	Name of Each Exchange On Which Registered
Common Stock, $0.01 Par Value	ROP	New York Stock Exchange

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

Emerging growth company  ☐

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

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

On November 15, 2022, Roper Technologies, Inc. (the “Company”) announced transition plans for its Chief Financial Officer (“CFO”) position. Robert C. Crisci, who has served as CFO since 2017, will transition from the CFO role on February 1, 2023. Mr. Crisci is expected to serve as a strategic advisor to the Company for a period after the transition.

Jason P. Conley will become the Company’s new CFO on February 1, 2023. Mr. Conley has held senior finance roles at the Company and its affiliates since 2006, including serving as its Chief Accounting Officer since 2017.

Mr. Conley will receive a salary and will continue to participate in the Company’s cash incentive, equity incentive and other benefits plans in amounts commensurate with his new position to be approved by the Company’s Board of Directors.

The Company issued a press release announcing its CFO transition plans, which is included as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

99.1	Press Release of the Company dated November 15, 2022
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

Signatures

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

	Roper Technologies, Inc.
	(Registrant)
BY:	/s/ John K. Stipancich	Date: November 15, 2022
	John K. Stipancich,
	ExecutiveVice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

Roper Technologies Announces Transition Plan for Chief Financial Officer

Sarasota, Florida, November 15, 2022 ... Roper Technologies, Inc. (NYSE: ROP) today announced that, effective February 1, 2023, Jason Conley, Roper’s Vice President and Chief Accounting Officer, will succeed Rob Crisci as Executive Vice President and Chief Financial Officer.

Neil Hunn, Roper Technologies’ President and Chief Executive Officer, said, “having worked with Jason for the past eleven years, I have witnessed his leadership capabilities, business judgment, and results orientation. Jason has been integral to the enterprise’s growth, both organically and inorganically, and is uniquely qualified to take on this important role. He brings extensive experience in capital deployment, financial operations, and investor relations, with a broad and deep understanding of our business strategy, structure, and culture.”

Mr. Hunn continued, “Rob has been instrumental to Roper’s success over the past decade. He further developed our world class finance organization, provided great counsel as we deployed $20 billion of capital, and was a valued partner to me, especially during my transition into the CEO role in 2018. On behalf of our Board of Directors and the entire Roper team, we thank Rob for his service and dedication to Roper. We are pleased that Rob plans to continue with us as a strategic advisor after transitioning the CFO role to Jason.” During Mr. Crisci’s tenure, Roper’s revenue more than doubled and market capitalization increased four-fold.

Mr. Crisci said, “having completed our portfolio transformation, it’s the perfect time for me to hand over the CFO reins to Jason, an excellent financial leader and highly trusted colleague. I look forward to continuing to help Neil, Jason, and the team execute on Roper’s proven strategy of compounding cash flow and shareholder returns.”

Mr. Conley, 47, joined Roper in 2006 as head of financial planning and analysis and investor relations, and from 2013 until 2017, he served as Senior Vice President of Finance and Human Resources at the Company’s Managed Health Care Associates business. In 2017 he returned to a corporate role as Roper’s Chief Accounting Officer, where he serves as a key member of the capital deployment team and leads multiple corporate functions. Mr. Conley earlier served in roles of increasing responsibility at Honeywell International and Deloitte. He earned an MBA from the Kellogg School of Management at Northwestern University and a BA from the University of Washington.

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About Roper Technologies

Roper Technologies is a constituent of the S&P 500 and Fortune 500. Roper has a proven, long-term track record of compounding cash flow and shareholder value. The Company operates market leading businesses that design and develop vertical software and technology enabled products for a variety of defensible niche markets. Roper utilizes a disciplined, analytical, and process-driven approach to redeploy its excess free cash flow toward high-quality acquisitions. Additional information about Roper is available on the Company’s website at www.ropertech.com.

Contact Information:

Investor Relations

941-556-2601

investor-relations@ropertech.com

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The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may include, among others, statements regarding operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated and contribute to future growth, profit and cash flow expectations. Forward-looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes,” “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward-looking statement. Such risks and uncertainties include any ongoing impacts of the COVID-19 pandemic on our business, operations, financial results and liquidity, which will depend on numerous evolving factors which we cannot accurately predict or assess, including: the duration and scope of the pandemic, new variants of the virus and the distribution and efficacy of vaccines; any negative impact on global and regional markets, economies and economic activity; actions governments, businesses and individuals take in response to the pandemic; the effects of the pandemic, including all of the foregoing, on our customers, suppliers, and business partners, and how quickly economies and demand for our products and services recover after the pandemic subsides. Such risks and uncertainties also include our ability to identify and complete acquisitions consistent with our business strategies, integrate acquisitions that have been completed, realize expected benefits and synergies from, and manage other risks associated with, the newly acquired businesses, as well as complete any announced divestitures, including obtaining any required regulatory approvals with respect thereto. We also face other general risks, including our ability to realize cost savings from our operating initiatives, general economic conditions and the conditions of the specific markets in which we operate, changes in foreign exchange rates, difficulties associated with exports, risks associated with our international operations, cybersecurity and data privacy risks, including litigation resulting therefrom, risks related to political instability, armed hostilities, incidents of terrorism, public health crises (such as the COVID-19 pandemic) or natural disasters, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, including as a result of the current inflationary environment and ongoing supply chain constraints environmental compliance costs and liabilities, risks and cost associated with litigation, potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products. Important risks may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward-looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

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XML

Document and Entity Information	Nov. 15, 2022
Cover [Abstract]
Entity Registrant Name	ROPER TECHNOLOGIES INC
Entity Incorporation State Country Code	DE
Amendment Flag	false
Entity Central Index Key	0000882835
Document Type	8-K
Document Period End Date	Nov. 15, 2022
Entity File Number	1-12273
Entity Tax Identification Number	51-0263969
Entity Address, Address Line One	6901 Professional Parkway
Entity Address, Address Line Two	Suite 200
Entity Address, City or Town	Sarasota
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	34240
City Area Code	(941)
Local Phone Number	556-2601
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, $0.01 Par Value
Trading Symbol	ROP
Security Exchange Name	NYSE
Entity Emerging Growth Company	false