Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 25, 2022, Rogers Corporation, a Massachusetts corporation ("Rogers" or the "Company"), held a special meeting of shareholders (the "Special Meeting") to consider certain proposals related to the Agreement and Plan of Merger, dated as of November 1, 2021 (as it may be amended from time to time, the "Merger Agreement"), by and among the Company, DuPont de Nemours, Inc., a Delaware corporation ("DuPont"), and Cardinalis Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of DuPont ("Merger Sub"), pursuant to which Merger Sub will be merged with and into Rogers (the "Merger"), with Rogers surviving the Merger as a wholly owned subsidiary of DuPont.

As of December 15, 2021, the record date for the Special Meeting, there were 18,730,099 shares of Company capital stock outstanding and entitled to vote at the special meeting. At the Special Meeting, a total of 15,443,032 shares of capital stock, representing approximately 82% of the outstanding shares issued and entitled to vote, were present in person (including virtually) or by proxy, constituting a quorum to conduct business.

At the Special Meeting, the following proposals were considered:

(1) the proposal to approve the Merger Agreement;

(2) the proposal to approve, on a non-binding advisory basis, the "golden parachute" compensation that may be payable to the Company's named executive officers in connection with the Merger; and

(3) the proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement.

The first and third proposals were approved by the requisite vote of the Company's shareholders. The second non-binding, advisory proposal was not approved by the requisite vote of the Company's shareholders. The final voting results for each proposal are described below. For more information on each of these proposals, see the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on December 16, 2021.



1.Proposal to approve the Merger Agreement:
For               Against        Abstain

15,425,533        4,622          12,887


2.Proposal to approve, on a non-binding advisory basis, the "golden parachute" compensation that may be payable to the Company's named executive officers in connection with the Merger: For

            Against         Abstain

2,814,239      12,586,868      41,935



3.Proposal to approve one or more adjournments of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes at the time of the special meeting to approve the Merger Agreement: For

               Against        Abstain

14,442,475        979,280        21,287



No other proposals were submitted to a vote of Rogers' shareholders at the Special Meeting.




Item 8.01. Other Events.

On January 25, 2022, Rogers issued a press release announcing the preliminary results of the Special Meeting. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

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Item 9.01  Financial Statements and Exhibits.

            Exhibit No.              Description
            99.1                       Press Release, dated January 25, 2022
                                     Cover Page Interactive Data File (embedded within the Inline
            104.1                    XBRL document)


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