(FORMER NAME OR 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-2(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) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held its 2022 Annual Meeting of Shareholders on June 15, 2022 in Chicago, Illinois (the “Annual Meeting”). A brief description of each of the proposals submitted to the shareholders and the vote results are set forth below. Each director nominee was elected and proposals 2 and 3 were approved.
Proposal 1: Election of directors.
Each of the director nominees identified below was elected at the Annual Meeting for a one-year term expiring at the Company’s 2023 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.
For
Against
Abstentions
Broker Non-Votes
Shellye L. Archambeau
80,762,768
8,818,414
28,964
4,756,218
Amy Woods Brinkley
84,373,332
5,207,927
28,887
4,756,218
Irene M. Esteves
88,580,892
984,182
45,072
4,756,218
L. Neil Hunn
88,629,692
935,871
44,583
4,756,218
Robert D. Johnson
85,625,100
3,953,523
31,523
4,756,218
Thomas P. Joyce, Jr.
88,833,312
730,408
46,426
4,756,218
Laura G. Thatcher
86,301,274
3,262,863
46,009
4,756,218
Richard F. Wallman
84,773,707
4,786,390
50,049
4,756,218
Christopher Wright
85,021,357
4,539,768
49,021
4,756,218
Proposal 2: A non-binding advisory vote to approve the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Company’s proxy statement.
For
Against
Abstentions
Broker Non-Votes
81,531,907
8,012,059
66,076
4,756,322
Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022.
For
Against
Abstentions
90,431,372
3,871,243
63,749
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:
June 17, 2022
John K. Stipancich, Executive Vice President, General Counsel and Corporate Secretary
