SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ROGERS CORPORATION
- ---------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- ---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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[LOGO] ROGERS CORPORATIONLOGO
One Technology Drive / P.O.P. O. Box 188 / Rogers, CT 06263-0188 / 860.774.9605
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
The Annual Meeting of Stockholders of Rogers Corporation, a Massachusetts
corporation, will be held on Thursday, April 24, 2003,29, 2004, at 10:30 A.M. in the
Boardroom on the
26th floor of Fleet Bank (which at the time of the annual meeting may be
known as Bank of America), 777 Main Street, Hartford, Connecticut, for the
following purposes:
1. To fix the number of and todirectors at nine.
2. To elect athe members of the board of directors for the ensuing year.
2.3. To ratify the appointment of Ernst & Young LLP as the independent
auditors of Rogers Corporation for the fiscal year ending January 2,
2005.
4. To approve the proposed amendment to the By-Laws of Rogers
Corporation to extend the retirement age of directors from the age of
seventy to the age of seventy-two.
5. To transact such other business as may properly come before the
meeting.
Stockholders entitled to receive notice of and to vote at the meeting are
determined as of the close of business on March 5, 2003,4, 2004, the record date
fixed by the board of directors for such purpose.
Regardless of whether or not you plan to attend the meeting, you can be
sure your shares are represented at the meeting by promptly signing, dating
and returning your proxy card in the enclosed pre-addressed, postage-paid
return envelope. If your shares are registered in the name of a bank or
brokerage firm, you may be able to vote your shares electronically over the
internet or by telephone. If for any reason you desire to revoke or change
your proxy, you may do so at any time before it is voted. The enclosed
proxy is solicited by the board of directors of Rogers Corporation.
We cordially invite you to attend the meeting.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March 20, 200315, 2004
Proxy Statement Table of Contents
Page
1 Voting Information
2 Proposal 1: Fixing Size of Board of Directors
3 Proposal 2: Election of Directors
(Proposal 1)
35 Stock Ownership of Management
46 Beneficial Ownership of More Than Five Percent of Rogers Stock
57 Corporate Governance Practices
68 Board of Directors
68 Independence of Board of Directors
8 Meetings; Certain Committees
610 Directors' Compensation
711 Audit Committee Report
812 Executive Compensation
812 Summary Compensation Table
1014 Option Grants in Last Fiscal Year
1115 Aggregated Option Exercises in the Last Fiscal Year and Fiscal
Year-End Option Values
1216 Retirement Plans
1318 Equity Compensation Plan Information
1419 Compensation and Organization Committee Report
1722 Performance Graph
1823 Termination of Employment and Change of Control Arrangements
18 Audit Matters
1923 Section 16(a) Beneficial Ownership Reporting Compliance
1924 Proposal 3: Ratification of Appointment of Independent Auditors
26 Proposal 4: Approval of a By-Law Amendment to Extend the Retirement
Age of Directors
27 Proposals of Stockholders
1927 Solicitation of Proxies
19 By-Law Amendments Approved By the Directors in 2002
2027 "Householding" of Proxy Materials
28 Communications with Members of the Board of Directors
28 Availability of Certain Documents
A-1 Appendix A: Rogers Corporation Corporate Governance Guidelines
B-1 Appendix B: Rogers Corporation Audit Committee Charter
[LOGO] ROGERS CORPORATIONLOGO
One Technology Drive / P.O.P. O. Box 188 / Rogers, CT 06263-0188 / 860.774.9605
Proxy Statement - March 20, 200315, 2004
We are providing you with this proxy statement and the enclosed proxy card
in connection with the solicitation of proxies by the board of directors of
Rogers Corporation for the Annual Meeting of Stockholders to be held on
Thursday, April 24, 2003,29, 2004, at 10:30 A.M. in the Boardroom on the 26th floor of Fleet Bank
(which at the time of the annual meeting may be known as Bank of America),
777 Main Street, Hartford, Connecticut.
If you are a stockholder of record as of the close of business on March 5,
2003,4,
2004, you are entitled to vote at the meeting and any adjournment thereof.
As of that date, 15,570,44416,174,833 shares of capital stock, $1 par value per
share, of Rogers were outstanding. You are entitled to one vote for each
share owned. Execution of a proxy will not in any way affect your right to
attend the meeting and vote in person. Any stockholder submitting a proxy
has the right to revoke it any time before it is exercised by filing a
written revocation with the Clerk of Rogers, by executing a proxy with a
later date, or by attending and voting at the meeting.
If you sign your proxy card, but do not give voting instructions, the proxy
will be votedvoted: (1) FOR fixing the number of directors for the ensuing year
at nine, and(2) FOR the election of the nominees to the board of directors
shown on
the next page under the heading "NOMINEES FOR DIRECTOR"., (3) FOR the ratification
of Ernst & Young LLP as the independent auditors of Rogers Corporation for
the fiscal year ending January 2, 2005 and (4) FOR approval of the By-Law
amendment to extend the retirement age for directors from the age of seventy
to the age of seventy-two.
The presence, in person or by proxy, of the holders of a majority of the
shares of capital stock entitled to vote at the meeting is necessary to
constitute a quorum. Abstentions and broker "non-votes" are counted as
present and entitled to vote for purposes of determining a quorum. A broker
"non-vote" occurs when a nominee holding shares for a beneficial owner does
not vote on a particular proposal because the nominee does not have
discretionary voting power for that particular item and has not received
instructions from the beneficial owner. Under the rules of the stock
exchange applicable to member firms, brokers will have discretionary
authority to vote shares held in their name to fix the size of the board,
elect the directors, ratify the appointment of the Company's independent
auditors and foramend the election of directorsCompany's By-Laws even if they do not receive
instructions from the beneficial owners.
With regard to each of the fixing of the number of directors, the
ratification of the Company's independent auditors and the approval of the
amendment of the Company's By-Laws, votes may be cast for or against such
proposal or you may abstain from voting on the proposal. With regard to the
election of directors, votes may be cast for all nominees or withheld from
all nominees or any particular nominee. Votes withheld in connection with
the election of one or more directors will not be counted as votes cast for
such individuals. Those nominees receiving the nine highest number of votes
at the meeting will be elected, even if such votes do not constitute a
majority of the votes cast.
We do not expect any matters other than those set forth in the accompanying
Notice of Annual Meeting of Stockholders to be presented at the meeting. If
any other matter should be presented at the meeting upon which a vote
properly may be taken, shares represented by all proxies properly executed
and received will be voted with respect to this matter in accordance with
the judgment of the persons named as proxies.
This proxy statement and the accompanying proxy are first being mailed to
you on or about March 24, 2003.22, 2004. In addition, we are enclosing a copy of our
20022003 annual report.
1
Proposal 1: Fixing Size of Board of Directors
Purpose and Summary
The By-Laws of Rogers Corporation provide that the stockholders of Rogers
are entitled to fix the number of directors that serve on the Rogers board
of directors. At Rogers 2003 Annual Meeting of Stockholders, the
stockholders voted in favor of fixing the number of directors for the
ensuing year at nine. As permitted by Rogers' By-Laws, Rogers board of
directors enlarged the board from nine members to ten members effective
April 1, 2004 in order to add the incoming Chief Executive Officer of
Rogers to the board of directors effective at that date. This enlargement
of the board of directors was intended to be temporary. Mr. Harry H.
Birkenruth, a current director of Rogers, is retiring from the board of
directors in connection with the 2004 Annual Meeting of Stockholders and
will not be standing for re-election. Mr. Birkenruth's retirement will
result in a vacancy on the board of directors unless the number of
directors is fixed at nine at the upcoming annual meeting. Accordingly, the
board of directors is proposing that the size of the board of directors be
fixed at nine members for the ensuing year effective as of the 2004 Annual
Meeting of Stockholders.
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the votes cast on this proposal shall
constitute approval of the fixing of the number of directors at nine.
The board of director recommends a vote FOR fixing the number of directors
at nine.
2
Proposal 2: Election of Directors
The directors of Rogers are elected annually by stockholders and hold
office until the next Annual Meeting of Stockholders and thereafter until
their successors have been elected and qualified. The board of directors
has been advised that each nominee will serve if elected. If any of these
nominees should become unavailable for election, proxies will be voted for
the election of such other person, or for fixing the number of directors at
a lesser number, as the board of directors may recommend. All of the
nominees are currently directors of Rogers and were elected to their
present term of office at the April 20022003 Annual Meeting of Stockholders.Stockholders,
except for Mr. Wachob, who has been nominated for the first time. Mr.
Boomer is scheduled to retire as Chairman of the Board of Directors and
Chief Executive Officer of Rogers Corporation on April 1, 2004, although he
will remain a director of Rogers after his retirement. In contemplation of
his retirement, the board of directors, on February 19, 2004, voted to
elect Mr. Wachob Chief Executive Officer of Rogers Corporation and to
appoint him to the board of directors effective April 1, 2004. Therefore,
with the passage of time, and barring any unforeseen events, Mr. Wachob
will become the Chief Executive Officer and a director on April 1, 2004.
NOMINEES FOR DIRECTOR
Age/Year
First Became
Name Director Principal Occupations During the Past Five Years and Other Directorships
- ----------------------------------------------------------------------------------------------------------------
Leonard M. Baker 68 / 1994 Retired (as of December 2001) Senior Vice President, Chief
Technical Officer, June 2000 to December 2001 and prior to that
Vice President Technology, Praxair, Inc.
Harry H. Birkenruth 71 / 1964 Retired (as of June 1998) Chairman, March 1997 to June 1998, and
prior to that President, Chief Executive Officer, Rogers
Corporation; Director: Instrument Manufacturing Co., Inc.
Walter E. Boomer 64 / 1997 Chief Executive Officer since March 31, 1997, Chairman of the
Board of Directors since April 25, 2002 and prior to that President
since March 31, 1997, Rogers Corporation;Age/Year
First Became Principal Occupations During the Past
Name Director Five Years and Other Directorships
- ---------------------------------------------------------------------------
Leonard M. Baker 69 / 1994 Retired (as of December 2001) Senior
Vice President, Chief Technical
Officer, June 2000 to December 2001
and prior to that Vice President
Technology, Praxair, Inc.
Walter E. Boomer 65 / 1997 Chief Executive Officer since March
31, 1997, Chairman of the Board of
Directors since April 25, 2002 and
prior to that President since March
31, 1997, Rogers Corporation
(scheduled to retire as Chief
Executive Officer and Chairman of the
Board on April 1, 2004); Director:
Baxter International, Inc. and Cytyc
Corporation
Edward L. Diefenthal 60 / 1998 Vice Chairman and Chief Executive Officer, Director, Southern
Holdings, Inc.
Gregory B. Howey 60 / 1994 President, Director, Okay Industries, Inc.
Leonard R. Jaskol 65 / 1992 Retired (as of December 1998) Chairman, Chief Executive Officer,
Director, Lydall, Inc.
Eileen S. Kraus 64 / 2001 Retired (as of July 2000) Chairman, Fleet National Bank -
Connecticut, a subsidiary of FleetBoston Financial Corporation;
Director: Kaman Corporation and The Stanley Works
William E. Mitchell 59 / 1994 President and Chief Executive Officer since February 2003,
Director, Arrow Electronics, Inc.; Executive Vice President,
September 2001 to January 2003 and Vice President, March 1999 to
August 2001, Solectron Corporation and President, Solectron
Global Services, Inc., March 1999 to January 2003; Chairman, May
1997 to February 1999, Chief Executive Officer, June 1996 to
February 1999, Director, Sequel, Inc.
Robert G. Paul 61 / 1998 Chief Executive Officer and Director,
Southern Holdings, LLC
Gregory B. Howey 61 / 1994 President, Director, Okay Industries,
Inc.
Leonard R. Jaskol 66 / 1992 Retired (as of December 1998)
Chairman, Chief Executive Officer,
Director, Lydall, Inc.
Eileen S. Kraus 65 / 2001 Retired (as of July 2000) Chairman,
Fleet National Bank - Connecticut, a
subsidiary of FleetBoston Financial
Corporation; Director: Kaman
Corporation and The Stanley Works
William E. Mitchell 60 / 1994 President and Chief Executive Officer
since February 2003, Director, Arrow
Electronics, Inc.; Executive Vice
President, September 2001 to January
2003 and Vice President, March 1999 to
August 2001, Solectron Corporation and
President, Solectron Global Services,
Inc., March 1999 to January 2003
Robert G. Paul 62 / 2000 Business Unit President and Director,
Andrew Corporation since July 2003;
President, Chief Executive Officer,
Director, Allen Telecom Inc.
from 1991
to July 2003
Robert D. Wachob 57 President and Chief Operating Officer
since April 25, 2002, Executive Vice
President, January 27, 2000 to April
25, 2002 and prior to that Senior Vice
President, Sales and Marketing, Rogers
Corporation (scheduled to become Chief
Executive Officer and director on April
1, 2004)
3
Vote Required and Recommendation of the Board of Directors
Directors must be elected by a plurality of the votes cast. This means
those nominees receiving the nine highest number of votes at the Annual
Meeting of Stockholders will be elected, even if such votes do not
constitute a majority of the votes cast.
The board of directors recommends a vote FOR fixing the number of directors
for the ensuing year at nine and the election of the above
named nominees.nominees to the board of directors.
24
Stock Ownership of Management
This table provides information about the beneficial ownership of Rogers
capital stock as of March 5, 2003,4, 2004, by each of the current directors, the
executive officers named in the Summary Compensation Table (the "Named
Executive Officers") and by all directors and executive officers as a
group. Unless otherwise noted, the persons listed below have sole voting
and investment power with respect to the shares reported.
Beneficial Ownership
------------------------ Total
Total Percent Stock
Name of Person or Group Shares(1)Shares (1) of Class(2) Interest(3)Class (2) Interest (3)
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------
Leonard M. Baker 40,53843,258 * 40,53843,258
Harry H. Birkenruth 153,328Birkenruth(4) 98,166 * 155,096100,426
Walter E. Boomer 210,872 1.34 219,938204,890 1.25 213,956
Robert C. Daigle 40,267 * 40,267
Edward L. Diefenthal 31,54036,532 * 31,54036,532
Gregory B. Howey 38,77043,270 * 45,15150,646
Leonard R. Jaskol 48,04753,143 * 51,85056,842
Bruce G. Kosa (4) 59,012(5) 36,186 * 59,01236,186
Eileen S. Kraus 9,48013,980 * 11,48317,142
William E. Mitchell (4) 32,165(5) 35,441 * 32,16535,441
Robert G. Paul 19,18624,178 * 19,18624,178
John A. Richie 63,41266,752 * 63,412
Frank H. Roland 20,672 * 20,67266,752
James M. Rutledge 1,0172,896 * 1,0172,896
Robert D. Wachob (4) 238,338 1.51 238,338(5) 224,009 1.37 224,009
All Directors and Executive
Officers as a Group
(16 persons) 1,057,196 6.44 1,080,2171,011,295 5.99 1,036,858
Represents the total number of currently owned shares and shares
acquirable within 60 days of March 5, 20034, 2004 through the exercise of
stock options. Shares acquirable under stock options exercisable
within 60 days for each individual are as follows (last name/number
of shares): Baker/32,784;35,012; Birkenruth/138,837;32,250; Boomer/184,018;171,662; Daigle/
34,081; Diefenthal/28,132;32,632; Howey/30,512;32,250; Jaskol/33,052;33,966; Kosa/37,433;22,798;
Kraus/9,480;13,980; Mitchell/29,466;27,250; Paul/13,564;18,064; Richie/50,033;
Roland/18,901;52,866;
Rutledge/0; Wachob/188,291;156,066; and the group of 16 individuals/850,936.706,142.
Represents the percent of ownership of total outstanding shares of
capital stock with the * indicating that the amount of ownership
represents less than 1% of outstanding capital stock.
Includes total beneficial ownership plus the number of shares of
capital stock that have been deferred pursuant to Rogers'
compensation programs.
Mr. Birkenruth is retiring from the board of directors as of the 2004
Annual Meeting of Stockholders and is not seeking re-election.
Messrs. Kosa, Mitchell and Wachob own, respectively, 13,576; 2,6998,552; 8,191 and
34,34760,442 shares included above as to which investment and voting power
is shared with spouses.
35
Beneficial Ownership of More Than Five Percent of Rogers Stock
This table provides information regarding beneficial ownership as of
December 31, 2003 of each person known to Rogers to own more than 5% of its
outstanding capital stock. The information in this table is based upon
filings by each such person with the Securities and Exchange Commission on
Schedule 13G (including amendments) under the Securities and Exchange Act of
1934, as amended. Unless otherwise noted, the beneficial owners have sole
voting and investment power with respect to the shares listed below.
Shares
Beneficially Percent of
Name and Address of Beneficial Owner Owned Class (1)
- ---------------------------------------------------------------------------------------------------------------------------------------------------
Capital Research and Management Company(2) 1,706,800 11.0Company (2) 1,606,800 9.9
333 South Hope Street
Los Angeles, California 90071
Lord, Abbett & Co. 1,406,413 9.01,335,956 8.3
90 Hudson Street
Jersey City, New Jersey 07302
Westcap Investors, LLC (3) 1,007,519 6.2
1111 Santa Monica Boulevard, Suite 820
Los Angeles, California 90025
Westport Asset Management, Inc.(3) 1,997,100 12.8 (4) 1,974,100 12.2
253 Riverside Avenue
Westport, Connecticut 06880
As of the record date, March 5, 2003.4, 2004.
Capital Research and Management Company, a registered investment
advisor, has investment power with respect to all of the shares
listed above. SMALLCAP World Fund, Inc., an investment company which
is advised by Capital Research and Management Company, has sole
voting power with respect to 956,800856,800 of the shares listed above.
Capital Research and Management Company disclaims beneficial
ownership of all such shares.
Westcap Investors, LLC., a registered investment advisor, has
investment power with respect to all of the shares listed above and
has sole voting power with respect to 793,896 of the shares listed
above.
Westport Asset Management, Inc., a registered investment advisor, has
sole voting and investment power with respect to 158,400164,800 of the
shares listed above, has shared voting power with its affiliate
Westport Advisers LLC with respect to 1,420,5001,232,300 of the shares listed
above, and has shared investment power with respect to 1,838,7001,809,300 of
the shares listed above. All shares are held in certain discretionary
managed accounts. Westport Asset Management, Inc. disclaims
beneficial ownership of all such shares.
46
Corporate Governance Practices
Rogers has long subscribed to sound corporate governance practices and suchpractices. Such
basic principles are described below. Once the new regulatory requirements
are finalized, these principles will be modified, but what will not change
is the company's commitment to achievingsummarized below and Appendix A contains Rogers'
corporate governance excellence.
1.guidelines.
* The board of directors is accountable to stockholders. Its
primary purpose is to work withoversee management and to maximize long-
term stockholder value while ensuringassure that procedures are in
place to maintain the
integritylong-term interests of the company.
2.stockholders are being served.
* All directors stand for election annually.
3. No current member of management, other than the CEO, serves on
the* Rogers' board of directors.
4. Exceptdirectors has determined that 7 of its 9
nominees for the current CEO and the previous CEO, all of the
directors are independent under the proposed New York Stock
Exchange rules.
5. The charters of the committeesdirector, representing a substantial majority of
the board, are independent. Rogers corporate governance
guidelines require that a majority of directors are
approved by the entire board and such charters clearly
establish committee responsibilities.
6.be independent.
* The: (i) Audit, (ii) Compensation and Organization and (iii)
Nominating and Governance Committees consist solely of
independent directors. 7.The charters of all of the committees of
the board of directors are approved by the entire board and
clearly establish committee responsibilities.
* The Audit Committee has sole responsibility for selecting,
engaging, evaluating and terminating Rogers' independent
auditors. The Audit Committee also has full responsibility for
determining the independent auditors' compensation and oversees
and evaluates Rogers' internal audit function. The Audit
Committee has more than one member who has accounting or
financial management expertise, and has one member who is an
"Audit Committee Financial Expert" as defined by the SEC.
8..
* The board of directors regularly meets in executive session and
there is a "lead director".
9.* The board of directors annually evaluates its own performance
and thatperformance.
Each of the CEO.
10.three independent committees conduct an annual
self-evaluation of its respective performance. These
evaluations are overseen by the Nominating and Governance
Committee.
* The board of directors annually reviews and approves a
strategic plan and a one-year operating plan that is linked to
strategic objectives.
11.* Independent committees of the board of directors evaluate and
determine the compensation of the CEO. The board of directors
oversees CEO and other senior management succession planning.
12.* Directors have complete access to all levels of management and
also are provided with opportunities to meet with members of
management on a regular basis.
57
Board of Directors
INDEPENDENCE OF BOARD OF DIRECTORS
The board of directors has determined that Messrs. Baker, Birkenruth (who
is retiring as of the 2004 Annual Meeting of Stockholders), Diefenthal,
Howey, Jaskol, Mitchell and Paul and Ms. Kraus, representing a majority of
the board of directors, are "independent" in accordance with the New York
Stock Exchange listing standards. In order to make this determination, the
board made an assessment that each independent director's material
relationships with the Company were limited to: (1) serving as a director
and a board committee member, (2) receiving related fees as disclosed in
this proxy statement under "Directors' Compensation" and (3) having
beneficial ownership of Rogers securities as disclosed in the section of
this document entitled "Stock Ownership of Management". In addition, Dr.
Baker and Mr. Birkenruth have other relationships with the Company, each of
which was determined to not be material, that are more fully described
below under "Directors' Compensation". These relationships are within the
categorical standards for evaluating independence that were adopted by the
board of directors. These categorical standards for establishing
independence are as follows:
* If a Rogers director (other than a member of the Audit
Committee) receives direct or indirect annual compensation or
other benefits (other than director and committee fees) of not
more than $30,000 from Rogers;
* If a Rogers director is an executive officer of another company
that does business with Rogers and the annual sales to, or
purchases from, Rogers are less than one percent of the
revenues of the company he or she serves as an executive
officer;
* If a Rogers director is an executive officer of another company
which is indebted to Rogers, or to which Rogers is indebted,
and the total amount of either company's indebtedness to the
other is less than one percent of the total consolidated assets
of the company he or she serves as an executive officer; and
* If a Rogers director serves as an officer, director or trustee
of a charitable organization, and Rogers' discretionary
charitable contributions to the organization are less than one
percent of that organization's total annual charitable
receipts. (Rogers' matching of employee charitable
contributions will not be included in the amount of Rogers'
contributions for this purpose.)
MEETINGS; CERTAIN COMMITTEES
Board of Directors
The Rogers board of directors held eightnine meetings during 2002.2003. The board of
directors has five regular committees, including an Audit Committee, a
Compensation and Organization Committee and a Nominating and Governance
Committee. All directors attended more than 75 percent in the aggregate of
the total number of meetings in 20022003 of the board and the committees on
which each such director served. All directors were present at the last
stockholders' annual meeting even though the Company has no policy about
director attendance at annual meetings.
The Rogers board of directors adopted a set of corporate governance
guidelines which set forth information pertaining to director
qualifications and responsibilities, as well as other corporate governance
practices and policies. These guidelines are attached to this proxy
statement as Appendix A.
8
Meetings of Non-Management Directors
Non-management directors of the Company regularly meet in executive
sessions outside the presence of management. Currently, the non-management
directors of the Company are Messrs. Baker, Birkenruth (who is retiring as
of the 2004 Annual Meeting of Stockholders), Diefenthal, Howey, Jaskol,
Mitchell and Paul and Ms. Kraus. Mr. Mitchell serves as the lead director.
Any interested party who wishes to make their concerns known to the non-
management directors may contact the lead director, or the non-management
directors as a group, in writing at Rogers Corporation, One Technology
Drive, P. O. Box 188, Rogers, CT 06263-0188, Attn: Lead Director.
Audit Committee
The Audit Committee held threefour formal meetings in 2002.2003. The Audit Committee
has functions that include making recommendations with respect toappointing, terminating, evaluating, and setting
the selectioncompensation of the independent auditors of Rogers,Rogers; meeting with the
independent auditors to review the scope, accuracy and results of the
audit,audit; and making inquiries as to the adequacy of Rogers accounting,
financial and operating controls. Mr. Paul is the chairperson of the Audit
Committee, with Mr. Howey and Ms. Kraus as members. EachThe board of directors
has determined that each of these individuals is "independent", as defined in
accordance with the New York Stock Exchange's (the "NYSE's") listing
standards and the rules and regulations of the Securities and Exchange
Commission (the "SEC") and related federal law. In addition, the board of
directors has also determined that Mr. Paul is deemed to be an "Audit Committee
Financial Expert" as definedin accordance with the standards established by the SEC.
TheAs part of Rogers overall evaluation of its existing corporate governance
practices following adoption of the NYSE's corporate governance listing
standards, the Audit Committee Report is on
the next page and its revisedCommittee's charter was amended. This amended charter
is attached to this proxy statement as Appendix A.B.
Compensation and Organization Committee
The Compensation and Organization Committee held five meetings in 2002.2003.
This committee has functions that include reviewing the salary system with
regard to
ensure external competitiveness and internal consistency and reviewing
incentive compensation plans to ensure that they continue to be effective
incentive and reward systems. The Compensation and Organization Committee
also determines the CEO's compensation and considers and, if appropriate,
approves or disapproves the CEO's recommendations with respect to the compensation of
executive officers who report to him. Mr. JaskolMs. Kraus is chairperson of the
Compensation and Organization Committee, with Messrs. DiefenthalMitchell and Paul as
members. This committee's compensation report beginsThe board of directors has determined that each of these
individuals is "independent" in accordance with the NYSE's listing
standards. The Compensation and Organization Committee's charter may be
obtained from Rogers at no charge as described on page 14.28 of this proxy
statement under the heading "Availability of Certain Documents."
Nominating and Governance Committee
The Nominating and Governance Committee held foursix meetings in 2002.2003. This
committee has functions that include developing and recommending to the
board of directors criteria for board and committee membership, reviewing
the qualifications of candidates for director, nominating incumbentcandidates for
election to the board of directors, for reelection,
addressingoverseeing the Company's corporate
governance issues,policies and practices, developing and recommending to the board
of directors corporate governance guidelines, evaluating the performance of
the CEO, and at least yearly conductingoverseeing a review of the performance of the
board of directors.directors and its committees. Mr. MitchellJaskol is the chairperson of the
Nominating and Governance
9
Committee, with Dr. Baker and Ms. KrausMr. Diefenthal as members. The board of
directors has determined that each of these individuals is "independent" in
accordance with the NYSE's listing standards. The Nominating and Governance
Committee charter may be obtained from Rogers at no charge as described on
page 28 of this proxy statement under the heading "Availability of Certain
Documents."
The Nominating and Governance Committee will consider nominees for director
recommended by stockholders if such recommendations for director are
submitted in writing to the ClerkVice President and Secretary of Rogers.Rogers
Corporation, One Technology Drive, P. O. Box 188, Rogers, CT 06263-0188. At
this time, no additional specific procedures to propose a candidate for
consideration by the Nominating and Governance Committee, nor any minimum
criteria for consideration of a proposed candidate for nomination to the
board of directors have been adopted.
DIRECTORS' COMPENSATION
For 2002,2003, each director who was not an employee of Rogers earned an annual
retainer of $18,000, plus $1,260 for each board meeting attended and $1,500
or $1,000 for each committee meeting attended, the amount varying by
capacity as chairperson or as a member. Fees for telephonic meetings are
generally one-half of such amounts. During 2003, the Compensation and
Organization Committee undertook an evaluation of the compensation paid to
directors. In connection with this evaluation, the committee engaged a
nationally known outside independent consultant to review director
compensation. As a result of this study, the board decided that it would be
appropriate to increase the annual retainer paid to the Company's Lead
Director and the Chairpersons of the Audit Committee and the Compensation
and Organization Committee to $30,000 while the annual retainer paid to the
remaining non-employee directors was set at $25,000. Meeting fees did not
change. The annual retainer increases were effective January 1, 2004.
Under the 1998 Stock Incentive Plan, the retainer fee for non-employee
directors is paid semi-annually in shares of Rogers capital stock, with the
number of shares of stock granted based on itstheir then fair market value.
Stock options are also granted to non-employee directors twice a year. In
2002, the first2003, such semi-annual stock option grant wasgrants were for 2,250 shares while the second stock option grant was for 4,500 shareseach, and
in both cases with an exercise price equal to the fair market value of a
share of Rogers capital 6 stock as of the date of grant. Such options are
immediately exercisable and expire ten years from the date of grant.
Under Rogers Voluntary Deferred Compensation Plan for Non-Employee
Directors, such individuals may defer all or a portion of their annual
retainer and meeting fees, regardless of whether such amounts would have
been paid in cash or in Rogers capital stock.
In 2003, Dr. Baker received $10,187.20 of consulting fees from Rogers. Mr.
Birkenruth, a former Rogers executive and a member of its board of
directors, provided consulting services to Rogers in 2002.2003. He received
$8,800was paid a
total of compensation$11,200.00 for such services.
In 2002, Dr. Baker received
$2,544 of consulting fees from Rogers. 10
AUDIT COMMITTEE REPORT
The Audit Committee oversees RogersRogers' financial reporting process on behalf
of the Board of Directors. Management has the primary responsibility for
the financial statements and the reporting process, including the system of
internal controls. In fulfilling its oversight responsibilities, the Audit
Committee reviewed and discussed the audited financial statements for the
Annual Report with management, including a discussion of the quality, not
just the acceptability, of the accounting principles,principles; the reasonableness of
significant judgments,judgments; and the clarity of disclosures in the financial
statements.
The Audit Committee discussed with Ernst & Young LLP, RogersRogers' independent
auditors, who are responsible for expressing an opinion on the conformity
of those audited financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the acceptability,
of RogersRogers' accounting principles and such other matters as are required to
be discussed with the independent auditors under generally accepted
auditing standards including Statement on Auditing Standards No. 61, as
amended by Statement on Auditing Standards No. 90 (Communication with Audit
Committees). In addition, the Audit Committee has discussed with the
independent auditors the auditors' independence from management and Rogers,
and has receivedincluding the matters in the written disclosure and the
letter from the independent auditorsdisclosures required by the
Independence Standards Board Standard No. 1, and considered the
compatibility of non-audit services with the auditors' independence.
The Audit Committee discussed with the RogersRogers' independent auditors and the
persons responsible for the internal and independent
auditorsaudit function the overall scope and
plans for their respective audits. The Audit Committee meets with the
internal and independent auditors and the persons responsible for the internal audit
function, with and without management present, to discuss the results of
their examinations, their evaluations of RogersRogers' internal controls, and the
overall quality of RogersRogers' financial reporting. The Audit Committee held
threefour formal meetings during 2002.2003. Additionally, the Audit Committee
participated telephonically in quarterly closing conferences with the
independent auditors and management during which financial results and
related issues were reviewed and discussed prior to the release of
quarterly results to the public.
The Audit Committee is governed by a charter which may be found in Appendix
B of this proxy statement. The members of the Audit Committee are
considered to be "independent" because they satisfy the independence
requirements of the New York Stock Exchange listing standards and Rule 10A-
3 of the Securities Exchange Act of 1934.
Based on the reviews and discussions referred to above, the Audit Committee
recommended to the Board of Directors and the Board has approved the
inclusion of the audited financial statements in the Annual Report on Form
10-K for the year ended December 29, 200228, 2003 for filing with the Securities
and Exchange Commission. The Audit Committee has recommended and the Board
of Directors has approved the selectionappointment
of Ernst & Young LLP as RogersRogers' independent auditors for fiscal year 2003.2004
and stockholders are being asked to ratify this appointment at the 2004
annual meeting.
Audit Committee: Robert G. Paul, Chairperson
Gregory B. Howey, Member
Eileen S. Kraus, Member
711
Executive Compensation
The tables, graph and narrative on pages 812 through 1722 of this proxy
statement set forth certain compensationcom-pensation information about Rogers' Chief
Executive Officer and its other five most highly compensated executive
officers as of the last completed fiscal year.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
------------------------------------------------------------------- ------------
Other Stock All
Annual Options Other
Name and Principal Compen- (Number of Compen-
Position(1)Position Year Salary Bonus(2) sation(3)Bonus (2) sation (3) Shares) sation(4)sation (4)
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 2002 $450,112 $224,524 $1,278 75,000 $21,7912003 $470,812 $527,109 $ 2,844 30,000 $28,215
Chairman of the Board and 2002 450,112 224,524 1,278 75,000 21,791
Chief Executive Officer 2001 439,816 1,235 40,000 31,978
Chief Executive Officer 2000 400,198 442,462 874 50,000 30,547
Robert D. Wachob 2003 323,094 291,736 5,471 55,000 11,437
President and Chief 2002 290,702 113,745 50,000 7,500
President and ChiefOperating Officer 2001 255,228 966 18,000 11,598
Operating Officer 2000 239,078 215,801 543 50,500 10,742
James M. Rutledge (1) 2003 225,342 152,452 124 24,000 14,836
Vice President, 2002 207,579 62,868 8 25,000 28,981
Vice President, 2001
Finance and CFO 20002001
Robert C. Daigle (1) 2003 180,717 113,718 2 23,000 38,658
Vice President, R & D, 2002 171,388 22,095 3 12,000 6,294
Chief Technology Officer 2001 158,778 1 6,000 8,015
John A. Richie 2003 174,456 109,130 4 18,000 8,665
Vice President, 2002 163,982 46,976 15,000 7,764
Human Resources 2001 148,084 508 6,000 9,629
Bruce G. Kosa (1) 2003 176,204 109,774 22 5,000 9,934
Sr. Vice President, 2002 171,072 48,123 794 10,000 9,989
Vice President, Technology 2001 164,712 487 12,800 11,432
2000 154,272 104,090 159 23,300 11,122
John A. Richie 2002 163,982 46,976 15,000 7,764 Mr. Rutledge joined Rogers as Vice President, 2001 148,084 508 6,000 9,629
Human Resources 2000 139,182 95,512 50 27,000 9,437
Frank H. Roland 2002 207,272 62,455 4,000 12,352
Vice President, 2001 200,366 114 6,000 15,177
Business Development 2000 190,828 126,350 101 5,000 18,545
Finance and Chief
Financial Officer during 2002. During 2002,2003, Mr. RolandKosa ceased being
Vice President, Finance and CFOTechnology and was succeeded in such positionsposition by Mr.
Rutledge. Accordingly,Daigle. As a result, during 2002,2003, Mr. Roland ceased to be an executive officer even though
heKosa, who assumed the title of
Sr. Vice President, Technology and continues to be employed as an
officer of Rogers.Rogers, ceased to be an executive officer.
For 2002, and 2000, amounts include bonuses earned pursuant to the Rogers Annual
Incentive Compensation Plan (the "Annual Incentive Plan") and the
Long-Term Enhancement Plan for Senior Executives of Rogers
Corporation (the "Enhancement Plan"). Overall corporate performance
did not meet targeted levels for 2001, and as a result, none of the
Named Executive Officers earned a bonus for 2001.
(footnotes continued on following page)
812
The Enhancement Plan was adopted in 1997 to indirectly supplement the
retirement benefit provided to senior management. Enhancement Plan
payments are made in shares of Rogers capital stock. In general, the
bonus under the Enhancement Plan is equal to 10% of the bonus earned
under the Annual Incentive Plan except as increased by an "earnings
credit" for bonuses earned before 1996. Such payments are based on an
average closing price of the capital stock. In addition, certain
individuals received, over time, retroactive Enhancement Plan related
payments for bonuses earned for 1993, 1994 and 1995 and the amounts
for 1995 are reflected in the table. The next paragraph
describes the specific amounts earned under the Enhancement Plan by
each of the Named Executive Officers.Officers for bonuses earned for 2002. No
such payments were made for 2003 bonuses as the plan has been
terminated.
The amounts paid in 2003 under the Enhancement Plan with respect to
bonuses earned for 2002 under the Annual Incentive Plan are as
follows (for each individual the number of shares is followed by the
dollar amount used to calculate the number of shares): Mr. Boomer -
791 shares/$20,255; Mr. Wachob - 401 shares/$10,261; Mr. Rutledge -
222 shares/$5,670; Mr. KosaDaigle - 17078 shares/$4,340;1,993; Mr. Richie - 166
shares/$4,237 and Mr. RolandKosa - 220170 shares/$5,634.4,340. No bonuses were
earned for 2001 and hence there were no related Enhancement Plan
payments. The amounts paid in 2001 under the Enhancement Plan with
respect to bonuses earned for 2000 under the Annual Incentive Plan
are as follows (for each individual, the number of shares is followed
by the dollar amount used to calculate the number of shares): Mr.
Boomer - 1,034shares/$40,550; Mr. Wachob - 466 shares/$18,274; Mr.
Kosa - 224 shares/$8,754; Mr. Richie - 202 shares/$7,898 and Mr.
Roland - 296 shares/$11,577. The amounts paid in July of 2000 under
the Enhancement Plan with respect to retroactive payments for the
1995 bonuses are as follows (for each individual, the number of
shares is followed by the dollar amount used to calculate the number
of shares): Mr. Wachob - 426 shares/$15,484; Mr. Kosa - 222
shares/$8,053 and Mr. Richie - 242 shares/$8,785. The valuations in the table are however, based upon the closing
price of the capital stock on February 27, 2003 ($27.78) in the case
of payments made for 2002, February 20, 2001 ($35.75) in the case of payments made for
2000, and on July 7, 2000 ($38.50) in the case of retroactive
payments made for 1995. If an employee disposes of any shares of
capital stock received under the Enhancement Plan, then the employee
may not be entitled to any future awards under the Enhancement Plan.2002.
Excludes perquisites and other personal benefits because the
aggregate amount of such compensation is the lesser of either $50,000
or 10% of the total of annual salary and bonus reported for the
individual. All amounts shown, including the de minimis amounts,
reflect the reimbursement of taxes on non-qualified defined benefit
pension plan accruals.
Amounts shown for 20022003 include: (i) Rogers matching contributions to
the Rogers Employee Savings and Investment Plan, a 401(k) plan -
Messrs. Boomer, Wachob, Rutledge, Daigle and WachobRichie each received
$5,000, while Messrs.
Rutledge,Mr. Kosa Richie and Roland received $4,355; $4,205; $4,189 and
$4,708, respectively,$4,431, (ii) matching contributions
under Rogers' non-
qualifiednon-qualified deferred compensation plan for Messrs.
Boomer, Wachob Kosa
and RolandRutledge of $6,614; $2,500; $394$12,784; $6,437 and $913,$2,619,
respectively, (iii) Rogers payment of life insurance premiums for
Messrs. Boomer, Rutledge, Kosa,Daigle, Richie and RolandKosa of $10,177; $4,626; $4,523; $3,575$10,431; $7,217;
$2,009; $3,665 and $6,731,$4,636, respectively, (iv) relocation expenses for
Mr. Daigle of $31,649 and (v) a patent award for Mr. Kosa of $867
and (v) a hiring bonus for Mr. Rutledge of $20,000.$867.
Amounts for 20012002 and 20002001 include similar matching contributions by
Rogers for deferrals made under the 401(k) plan and the non-qualified
deferral plan.
913
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants (1) Potential Realizable
-------------------------------------------------------------------------------------------- Value at Assumed
% of Total Annual Rates of Stock
Number of Options Exercise Price Appreciation
Securities Granted to Price For Option Terms (3)(2)
Underlying Employees Per Expiration ------------------------
Name Options(1)Options in Fiscal Yr. Share(2)Share Date 5% 10%
- --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 75,000 15.8% $26.1130,000 7.2% $38.53 10/23/12 $1,231,533 $3,120,94629/13 $ 726,939 $1,842,207
Robert D. Wachob 7,658 1.6% 26.112,595 0.6% 38.53 10/23/12 125,748 318,669
42,342 8.9% 26.1129/13 62,880 159,351
52,405 12.6% 38.53 10/23/12 695,274 1,761,96129/13 1,269,842 3,218,028
James M. Rutledge 10,000 2.1% 29.59 1/3/12 186,090 471,588
15,000 3.2% 26.115,190 1.2% 38.53 10/23/12 246,307 624,18929/13 125,760 318,702
18,810 4.5% 38.53 10/29/13 455,791 1,155,064
Robert C. Daigle 6,015 1.4% 38.53 10/29/13 145,751 369,362
16,985 4.1% 38.53 10/29/13 411,569 1,042,996
John A. Richie 1,800 0.4% 38.53 10/29/13 43,616 110,532
16,200 3.9% 38.53 10/29/13 392,547 994,792
Bruce G. Kosa 10,000 2.1% 26.115,000 1.2% 38.53 10/23/12 72,137 159,404
John A. Richie 6,218 1.3% 26.11 10/23/12 44,855 99,118
8,782 1.9% 26.11 10/23/12 63,351 139,989
Frank H. Roland 4,000 0.8% 26.11 10/23/12 28,855 63,76229/13 121,157 307,034
The 10/23/0229/03 stock option grants for Messrs. Boomer Rutledge,and Kosa
and Roland become
exercisable in one-third increments on the second, third, and fourth
anniversary dates of the grant. Mr. Wachob's 10/23/0229/03 stock option
grant for 7,6582,595 shares becomes exercisable on 1/1/08. Mr. Wachob's
10/29/03 stock option grant for 52,405 shares becomes exercisable as
follows: 3,829 shares on the fourth anniversary of the grant date;
and 3,829 shares on 1/1/07. Mr. Wachob's 10/23/02 stock option grant
for 42,342 shares becomes exercisable as follows: 16,66618,333 shares each on the second and third anniversary dates
of the grant; and 9,01015,739 shares on the fourth anniversary of the
grant date. Mr. Rutledge's 1/3/0210/29/03 stock option grant for 10,000 shares becomes exercisable in
one-third increments on the second, third, and fourth anniversary
dates of the grant. Mr. Richie's 10/23/02 stock option grant for
6,2185,190
shares becomes exercisable as follows: 1,2182,595 shares on 10/29/07 and
the remainder on 1/1/08. Mr. Rutledge's 10/29/03 stock option grant
for 18,810 shares becomes exercisable as follows: 8,000 shares each
on the second and third anniversary dates of the grant date; 3,829grant; and 2,810
shares on the fourth anniversary of the grant date; and 1,171 shares on 1/1/07.date. Mr. Richie'sDaigle's
10/23/0229/03 stock option grant for 8,7826,015 shares is exercisable as
follows: 2,595 shares each on the third and fourth anniversary dates
of the grant; and 825 shares on 10/29/05. Mr. Daigle's 10/29/03 stock
option grant for 16,985 shares is exercisable as follows: 5,072
shares each on the second and third anniversary dates of the grant;
and 6,841 shares on 10/29/05. Mr. Richie's 10/29/03 stock option
grant for 1,800 shares becomes exercisable on 10/29/07. Mr. Richie's
10/29/03 stock option grant for 16,200 shares becomes exercisable as
follows: 5,0006,000 shares each on the second and third anniversary dates
of the grant; and 4,200 shares on the second anniversary of the
grant date and the remainder on the thirdfourth anniversary of the grant
date. Stock option grants made on the same day for the same
individual were essentially one grant, but are shown separately since
a portion of the total amount was an incentive stock option and a
portion was a non-qualified stock option. If combined, the related
vesting schedules would, in general, follow Rogers' more traditional
patterns.vesting schedule
described in the first sentence of this footnote. The exercise
schedules may change in the event of death, retirement or a change in
control of Rogers, in which case the stock options become immediately
exercisable in full.full as is the case for Mr. Boomer's options on his
planned retirement date of April 1, 2004. All stock options may
expire earlier than the date listed due to termination of employment,
death, or retirement. The exercise price of all of these stock
options was based on the fair market value of a share of Rogers
capital stock as of the grant date.
Potential realizable value is based on an assumption that the Rogers
stock price appreciates at the annual rate shown (compounded
annually) from the date of grant until the end of the stock option
term. THE HYPOTHETICAL FUTURE VALUES REFLECTED IN THIS TABLE
REPRESENT ASSUMED RATES OF APPRECIATION ONLY. THESE RATES ARE SET BY
THE RULES OF THE SECURITIES AND EXCHANGE COMMISSION. ACTUAL GAINS, IF
ANY, ON STOCK OPTION EXERCISES AND STOCK HOLDINGS ARE DEPENDENT ON
MANY FACTORS, INCLUDING BUT NOT LIMITED TO, THE FUTURE PERFORMANCE OF
ROGERS STOCK AND OVERALL STOCK MARKET CONDITIONS. THERE CAN BE NO
ASSURANCE THAT THE AMOUNTS REFLECTED IN THIS TABLE WILL BE ACHIEVED.The hypothetical future values reflected in this table
represent assumed rates of appreciation only. These rates are set by
the rules of the Securities and Exchange Commission. Actual gains, if
any, on stock option exercises and stock holdings are dependent on
many factors, including but not limited to, the future performance of
Rogers stock and overall stock market conditions. There can be no
assurance that the amounts reflected in this table will be achieved.
1014
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
Value of Unexercised
Number of Number of In-The-Money
Shares Unexercised Options Options at
Acquired at Fiscal Year-End Fiscal Year-End(2)Year-End (2)
Upon Value ---------------------------------------------------------------------------------------- ----------------------------
Name Exercise Realized(1)Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 14,316 $135,000 184,018 176,666 $1,052,507 $175,23563,530 $1,509,029 170,488 156,666 $3,582,034 $2,200,814
Robert D. Wachob 193,291 70,209 1,361,83224,600 618,776 176,066 177,834 4,400,376 1,323,580
James M. Rutledge 25,00049,000 544,220
Robert C. Daigle 4,200 92,688 34,081 41,919 834,000 409,009
John A. Richie 52,866 37,834 939,756 414,960
Bruce G. Kosa 9,000 139,750 49,333 17,667 135,955
John A. Richie 50,033 22,667 161,917
Frank H. Roland 9,433 186,426 18,901 16,666 143,714 13,99416,900 256,391 35,266 19,864 344,280 254,513
Defined as the difference between the fair market value of the
capital stock and the exercise price of the stock option at time of
exercise.
Defined as the difference between the closing price of the capital
stock at fiscal year-end and the exercise price of the option. An
option is "in-the-money" if the fair market value of the underlying
stock exceeds the exercise price of the option at the measurement
date.
1116
RETIREMENT PLANS
The Pension Plan Table below reflects estimated annual benefits payable at
age 65, the normal retirement age, at various compensation levels and years
of service pursuant to Rogers' non-contributory defined benefit pension
plans for domestic salaried employees.
Annual Pension Benefits (1) (2) (3)
Final Years of Service
Final Average -------------------------------------------------------------------------------------------
Earnings(4)-----------------------------------------------------------------------------------------------
Earnings (4) 5 years 10 years 15 years 20 years 25 years 30 years 35 years 40 years 45 years
- ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
$125,000 $10,110 $20,230$10,070 $ 30,34020,140 $ 40,45030,210 $ 50,57040,280 $ 60,68050,350 $ 63,80060,420 $ 66,93063,540 $ 66,670 $ 69,790
150,000 12,300 24,600 36,900 49,200 61,500 73,800 77,550 81,30012,260 24,510 36,770 49,030 61,290 73,540 77,290 81,040 84,790
175,000 14,490 28,980 43,460 57,950 72,440 86,930 91,300 95,68014,440 28,890 43,330 57,780 72,220 86,670 91,040 95,420 99,790
200,000 16,680 33,350 50,030 66,700 83,380 100,050 105,050 110,05016,630 33,260 49,900 66,530 83,160 99,790 104,790 109,790 114,790
225,000 18,860 37,730 56,590 75,450 94,320 113,180 118,800 124,43018,820 37,640 56,460 75,280 94,100 112,920 118,540 124,170 129,790
250,000 21,050 42,100 63,150 84,200 105,250 126,300 132,550 138,80021,010 42,010 63,020 84,030 105,040 126,040 132,290 138,540 144,790
275,000 23,240 46,480 69,710 92,950 116,190 139,430 146,300 153,18023,190 46,390 69,580 92,780 115,970 139,170 146,040 152,920 159,790
300,000 25,430 50,850 76,280 101,700 127,130 152,550 160,050 167,55025,380 50,760 76,150 101,530 126,910 152,290 159,790 167,290 174,790
325,000 27,610 55,230 82,840 110,450 138,070 165,680 173,800 181,93027,570 55,140 82,710 110,280 137,850 165,420 173,540 181,670 189,790
350,000 29,800 59,600 89,400 119,200 149,000 178,800 187,550 196,30029,760 59,510 89,270 119,030 148,790 178,540 187,290 196,040 204,790
375,000 31,990 63,980 95,960 127,950 159,940 191,930 201,300 210,68031,940 63,890 95,830 127,780 159,720 191,670 201,040 210,420 219,790
400,000 34,180 68,350 102,530 136,700 170,880 205,050 215,050 225,05034,130 68,260 102,400 136,530 170,660 204,790 214,790 224,790 234,790
425,000 36,360 72,730 109,090 145,450 181,820 218,180 228,800 239,43036,320 72,640 108,960 145,280 181,600 217,920 228,540 239,170 249,790
450,000 38,550 77,100 115,650 154,200 192,750 231,300 242,550 253,80038,510 77,010 115,520 154,030 192,540 231,040 242,290 253,540 264,790
475,000 40,740 81,480 122,210 162,950 203,690 244,430 256,300 268,18040,690 81,390 122,080 162,780 203,470 244,170 256,040 267,920 279,790
500,000 42,880 85,760 128,650 171,530 214,410 257,290 269,790 282,290 294,790
Benefits are calculated on a single life annuity basis.
Federal law limits the amount of benefits payable under tax qualified
plans, such as the Rogers Corporation Defined Benefit Pension Plan.
Rogers has adopted a non-qualified retirement plan for(the "Pension
Restoration Plan") for: (i) the payment of amounts to all plan
participants who may be affected by such limitations.federal benefit limitations
and other plan provisions; and (ii) the payment of supplemental
amounts to certain senior executives specified by the Compensation
and Organization Committee of the Board of Directors. In general, the
total pension benefit due an individual will be actuarially
equivalent to the amount calculated under Rogers' qualified pension
plan as if such federal benefit limitations did not exist.exist, as if
covered compensation included amounts deferred under a deferral plan,
and for certain senior executives specified by the Compensation and
Organization Committee of the Board of Directors, as if covered
compensation included bonuses paid on or after January 1, 2004, as
described in footnote 4 below. Accordingly, the benefits shown have
not been reduced by such limitations.limitations or provisions.
Rogers also maintains a Supplemental Executive Retirement Agreement
with Mr. Boomer who is currently 6465 years old. Under this agreement,
if Mr. Boomer remains employed by Rogers until at least April 1,
2004, he will be entitled to an annual retirement benefit equal to
$54,735 for the rest of his life or the actuarial equivalent of this
amount. Such payments are in addition to any benefits he is eligible
to receive under Rogers' qualified and non-qualified pension plans.
Mr. Boomer or Mr. Boomer's spouse, in the event of Mr. Boomer's
death, is also entitled to this retirement benefit if, prior to
April 1, 2004, Mr. Boomer dies, becomes disabled, or if his
employment is terminated without cause or as a result of a
constructive termination, or if there is a change in control of
Rogers. If Mr. Boomer's employment is
(footnotes continued on following page)
16
terminated for cause, however, he is not entitled to any retirement
benefit under the agreement. In addition, if Mr. Boomer violates the
terms of the agreement's seven year non-
competitionnon-competition provision, Rogers
may stop making payments under the agreement to him.
Final average earnings is the average of the highest consecutive five
of the last ten years' annual earnings as of June 1 of each year.
Covered compensation includes only salary.salary, whether or not deferred
under a deferral plan, and for certain senior executives over age 55
that have been specified by the Compensation and Organization
Committee of the Board of Directors, including Messrs. Wachob, Richie
and Kosa, covered compensation under the Pension Restoration Plan
also includes bonuses paid on or after January 1, 2004, and will
include bonuses paid before January 1, 2004 in the event of their
death, disability, or termination of employment that results in the
payment of severance. If there is a change in control of Rogers,
covered compensation under the Pension Restoration Plan for these
senior executives and for certain additional senior executives that
have been specified by the Compensation and Organization Committee of
the Board of Directors, including Mr. Rutledge, will also include
bonuses paid before January 1, 2004. If there is a change in control
of Rogers, the Pension Restoration Plan provides that benefits
payable under such plan shall be reduced to an amount so that such
benefits would not constitute so-called "excess parachute payments"
under applicable provisions of the Internal Revenue Code of 1986. The
five-year average earnings for such individuals, other than Messrs.Mr.
Rutledge, and
Roland, and their estimated years of credited service are: Mr.
Boomer, $409,152$433,056 and 67 years; Mr. Wachob, $246,958$270,556 and 2021 years; Mr.
Kosa, $156,738Daigle, $154,409 and 4016 years; Mr. Richie, $153,748 and 27 years and
Mr. Richie, $143,577Kosa, $164,128 and 2641 years. In the case of Mr. Rutledge,
earnings for calculating his pension would currently be based on
average earnings of $210,002$219,973 and two years of
service and in the case of Mr. Roland, earnings for calculating his
pension would currently be based on average earnings of $196,996 and
fivethree years of service.
1217
EQUITY COMPENSATION PLAN INFORMATION
The table and footnotes below describe those equity compensation plans
approved and not approved by security holders of Rogers Corporation as of
December 29, 2002,28, 2003, the end of the company's fiscal year.
Equity Compensation Plans
As of December 29, 200228, 2003
(a) (b) (c)
Number of securities
Number of securities remaining available for
to be issued upon Weighted average future issuance under
exercise of exercise price of equity compensation plans
outstanding options, outstanding options, (excluding securities
Plan category warrants and rights warrants and rights reflected in column (a))
- -------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Approved by
Security Holders
Rogers Corporation 1988 Stock Option Plan 73,548 $20.35 49,43253,967 $26.25 45,433
Rogers Corporation 1994 Stock
Compensation Plan 569,648 $14.42 22,234298,139 $17.57 13,484
Rogers Corporation 1998 Stock Incentive
Plan 1,130,389 $24.67 241,5451,153,139 $27.64 86,726
Rogers Corporation Global Stock
Ownership Plan For Employees 477,587447,616
Equity Compensation Plans Not Approved
by Security Holders
Rogers Corporation 1990 Stock Option
Plan (1) 914,452 $22.56 662,3941,024,696 $27.75 421,218
Long-Term Enhancement Plan for Senior
Executives of Rogers Corporation(2) 115,308Corporation (2) 111,771
- ----------------------------------------------------------------------------------------------------------------
Total 2,688,037 $21.66 1,568,5002,529,941 $26.47 1,126,248
The Rogers Corporation 1990 Stock Option Plan was adopted in 1990 to
award directors, officers and key employees of Rogers Corporation
with stock option grants. Stock options are Rogers' primary
long-term incentive vehicle. Under this plan, options generally have
an exercise price equal to at least the fair market value of Rogers
stock as of the date of grant. Regular options generally have a ten-
year life and generally vest in one-third increments on the second,
third and fourth anniversary dates of the grant. Termination of
employment because of retirement, or for other reasons, may shorten
the vesting schedule and expiration date. See page 1520 of this proxy
statement for further details on Rogers' stock options.
The Long-Term Enhancement Plan for Senior Executives of Rogers
Corporation (the "Enhancement Plan") was adopted in 1997 to
indirectly supplement the retirement benefit provided to senior
management. Enhancement Plan payments are made in shares of Rogers
capital stock. In general, the bonus under the Enhancement Plan is
equal to 10% of the bonus earned under the Rogers Annual Incentive
Compensation Plan except as increased by an "earnings credit" for
bonuses earned before 1996. Payments in capital stock are based on an
average closing price of the capital stock. See Executive
Compensation on page 812 of this proxy statement for further details
on the Enhancement Plan. This plan was terminated in February of 2004
and no more shares will be issued from this plan.
1318
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
This report is submitted by the Compensation and Organization Committee of
the Rogers Corporation Board of Directors. This committee report describes
the components of Rogers'Rogers executive officer compensation programs for 20022003
and the basis on which compensation determinations were made with respect
to the executive officers of Rogers.
Compensation and Organization Committee Interlocks and Insider
Participation
Rogers'Rogers executive compensation program is administered by the Compensation
and Organization Committee of the Board of Directors, composed of three
independent non-employee directors who have no "interlocking" relationships
as defined by the Securities and Exchange Commission. The committee members
are: Leonard R. JaskolEileen S. Kraus (chairperson of the committee), Edward L.
Diefenthal,William E. Mitchell,
and Robert G. Paul.
Philosophy
The executive compensation philosophy is to align such compensation with
the long-term success of Rogers and increases in stockholder value, and to
attract, retain, and reward executive officers whose contributions are
critical to the long-term success of Rogers. The guiding principles for
compensation decisions are to:
* Provide a competitive total annual cash compensation package that
targets the 50th percentile of a broad spectrum of manufacturing
companies from a wide range of industries to enable Rogers to attract
and retain executives. Key elements of the executive compensation
program are base salary and the possibility of a bonus under the
Annual Incentive Compensation Plan.
* Integrate compensation with the achievement of annual objectives and
long-term goals.
* Reward officers for above average corporate performance, and
individual initiative and achievement.
* Create long-term incentives that are consistent with the interests of
stockholders, primarily through stock option grants.
Independent Consultant Analysis
The committee retained a nationally known outside independent compensation
consultant to review all elements of executive compensation and benefits
compared to a peer group of 20 similar public companies, plus their
nationwide database.
The executive compensation study results showed that most elements of
compensation were appropriate and competitive. Recommendations included:
increasing executives' bonus targets, broadening annual Earnings Per Share
performance targets in order to pay a bonus over a wider range of earnings,
considering alternate long-term incentives to stock options and adding a
supplemental executive retirement benefit. As a result, for 2004 the Annual
Bonus Plan was modified to increase bonus targets, the decision was made to
continue using stock options as the company's primary long-term incentive
and a supplemental executive retirement benefit was adopted.
19
Base Salaries
The committee reviews salaries for positions with similar responsibilities
in the marketplace from a broad spectrum of manufacturing companies in a
wide range of industries through published national executive compensation
survey data.
Salary adjustments are determined by considering merit increases generally
being offered in the aforementioned marketplace, achievement of annual
financial and other objectives by Rogers and the business units or
functions for which the executive officer is responsible, the overall
performance of the executive officer, and any changes in the executive
officer's responsibilities. None of these factors are assigned a specific
weighted value. The committee allows the factors to change to adapt to
various individual, business, economic, and marketplace conditions as they
arise. The committee is responsible for approving salary increases for the
CEO and recommendations for salary increases made by the CEO for the
elected corporate officers that report to him.
Annual Bonuses
The Annual Incentive Compensation Plan has target bonuses of 50% of base
salary for the CEO, and between 20% and 40% for the other executive
officers, including the other Named Executive Officers. 14
Subject to an
overall corporate percentage of pre-tax profit limitation, actual bonuses
may vary from 0% to 200% of the target bonuses depending on performance
relative to plan. These amounts are determined by the performance of Rogers
(Net Income Per Share) and each division (Division Profit) versus the
annual objectives. In general, the broader the responsibility of the
executive, the larger the portion of his or her award which is based upon
corporate, rather than divisional results; the corporate portion is 100%
for the Named Executive Officers. For fiscal
2002,2003 overall corporate performance
metexceeded targeted levels and, as a result, all of the Named Executive
Officers received a bonus.
In 1997, Rogers conductedSpecial Bonus
Based on the exceptional financial results for 2003, the Board of Directors
approved a numberspecial bonus of studies and concluded that its
retirement benefit$1 million for senior executives was not competitive. Therefore,
the Long-Term Enhancement Plan for Senior Executives of Rogers Corporation
was established to supplement the retirement benefits of such individuals.
Enhancement payments are made in stock of Rogers and are equal to 10%all Rogers' employees. The
majority of the bonuses described inspecial bonus went to the preceding paragraph.employees of the Advanced Circuit
Materials Division due to their contribution to 2003 financial results, and
other exempt and non-exempt salaried and hourly employees worldwide. The
Named Executive Officers portion of the Special Bonus totaled approximately
$140,000.
Stock Options
Each year, the committee considers awards of stock options to key
personnel. Stock options are RogersRogers' primary long-term incentive vehicle.
Usually all senior management personnel, including executive officers, are
granted stock options annually. Other selected personnel are granted
options from time to time. The number of options awarded to an executive
officer is based on the individual's level in the organization, the same
performance criteria used to determine salary adjustments, the number of
shares granted in prior years and the total number of shares available for
grants. The committee does not assign specific weights to these criteria.
Options generally have an exercise price equal to at least the fair market
value of the Rogers stock as of the date of grant. Regular options generally
have a ten-year life and generally vest in one-third increments on the
second, third and fourth anniversary dates of the grant. Termination of
employment because of retirement, or for other reasons, may shorten the
vesting schedule and expiration date.
20
In fiscal 2002,2003, stock options for a total of 474,560416,100 shares were granted to
employees, of which 179,000155,000 shares were granted to the Named Executive
Officers and 20,00018,000 shares were granted to all other executive officers.
Stock Ownership
In 1998, Rogers established stock ownership guidelines for senior
executives. Such guidelines state that senior executives are expected to
own one times their annual salary in Rogers stock after approximately six
years in a senior executive position, and two times their annual salary in
Rogers stock by the tenth year. To encourage stock ownership, Rogers
previously adopted the aforementioned stock compensation programsoption program and in 1999 the
board of directors approved a new non-qualified deferred compensation plan.
This program allows participants to defer compensation and, ultimately,
receive Rogers stock instead of cash.
Chief Executive Officer Compensation
In February of 2001,2003, the committee approved a two-year salary increase of $44,616 (11%$26,910
(6%) for Mr. Boomer. National survey data from a broad spectrum of
manufacturing companies from a wide range of industries was considered, but
the decision was weighted heavily by his previous salary level and his
continued contributions to RogersRogers' success. A two-year increase, rather than
the traditional annual increase, was approved to reflect the committee's
philosophy that the CEO have more of a long-term than a short-term
influence on Rogers. Reviewing his salary every two years gives the
committee a better time frame for that evaluation and salary determination
than every year. In February 2002, Mr. Boomer requested and the committee
approved a salary decrease of $22,308. At the time, this eliminated the
15
second year of Mr. Boomer's two-year increase and was consistent with a
2002 salary freeze which was implemented for other executives. Salary
increases for Mr. Boomer and other executives were retroactively restored
later in the year as the company began to achieve satisfactory operating
results. He also received a stock option
for 75,00030,000 shares of Rogers stock exercisable at $26.11$38.53 per share, the fair
market value of such stock as of the grant date. This grant was based on
the aforementioned stock option criteria. Mr. Boomer is a participant in
Rogers Annual Incentive Compensation Plan and for 20022003 received a bonus equal to 45%of
$527,109, which is approximately 110% of his annualized base salary
pursuant to the plan.
In December of 2002, after determining that it would be appropriate and in
the best interest of Rogers to continue the employment of Mr. Boomer until
he reaches retirement, and after working with an outside consultant on the
matter, the committeeplan and the Board of Directors approved an Executive
Supplemental Retirement Agreement for Mr. Boomer. Generally, under the
terms of this agreement, if Mr. Boomer continues in the employment of
Rogers until at least April 1, 2004, he will be entitled to retire and
receive an additional annual retirement benefit of $54,735 for the rest of
his life or the actuarial equivalent of this amount. (Additional
information about this agreement is located under the heading "RETIREMENT
PLANS" on page 12.)Special Bonus.
Compliance with Internal Revenue Code Section 162(m)
Section 162(m) of the Internal Revenue Code generally limits the corporate
deduction for compensation paid to executive officers named in the proxy
statement and who are employed on the last day of Rogers taxable year to $1
million, unless certain requirements are met. The committee has considered
the impact of this tax code provision and has determined that there is
little likelihood that Rogers would pay any amounts in 20032004 that would
result in the loss of a Federal tax deduction under Section 162(m).
Accordingly, the committee has not recommended that any special actions be
taken or any plans changed at this time.
Compensation and Organization Committee: Leonard R. Jaskol,Eileen S. Kraus, Chairperson
Edward L. Diefenthal,William E. Mitchell, Member
Robert G. Paul, Member
1621
PERFORMANCE GRAPH
The following graph compares the cumulative total return on Rogers capital
stock over the past five fiscal years with the cumulative total return on
the Standard & Poor's Industrials Index (S&P Industrials) and the S&P
SmallCap 600 Electronic Equipment & Instruments Index (S&P 600 Electr Eqp &
Instru). Cumulative total return is measured assuming an initial investment
of $100 on December 28, 1997January 3, 1999 and the reinvestment of dividends as of the end
of RogersRogers' fiscal years.
Comparison of Five-Year Cumulative Total Return
Fiscal Year Ends 12/28/97 1/3/99 1/2/00 12/31/00 12/30/01 12/29/02 12/28/03
- -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
ROGERS CORPORATION $100 $ 79 $102 $218 $163 $122$128 $275 $206 $154 $295
S&P INDUSTRIALS 100 138 174 146 131 98126 105 94 71 89
S&P 600 ELECTR EQP & INSTRU 100 75 131 116 92 67175 155 123 89 133
1722
Termination of Employment and Change of Control Arrangements
Rogers' severance policy for regular, full-time salaried employees
provides, in general, for continuation of salary payments, health insurance
and certain other benefits for employees whose employment has been
involuntarily terminated. The number of weeks of salary and benefits
continuance is based on length of service. The policy may be amended,
modified or terminated at any time by Rogers, except in the case of the
executive officers of Rogers as of November 1991. Such officers may elect
the benefits of either the policy in effect in November 1991, or the
severance policy, if any, which may be in existence at the time each such
individual's employment terminates. The right of executive officers to make
such an election may be cancelled by Rogers on three years notice. Mr.
Wachob would be entitled to 78 weeks of salary and benefit continuance upon
termination of employment covered by the policy in effect in November 1991.
In the case of Mr. Boomer, if employment is terminated by Rogers, other
than for cause, severance pay will equal one year of annual base salary
including all employee benefits.
The board of directors determined that it would be in the best interests of
Rogers to ensure that the possibility of a change in control of Rogers
would not interfere with the continuing dedication of Rogers executive
officers to their duties to Rogers and its stockholders. Toward that
purpose, Rogers has agreements with all currentNamed Executive Officers as well as
other elected officers of Rogers
including the Named Executive Officers, which provide certain severance benefits
to them in the event of a termination of their employment during a 36 month
period following a change in control, as defined in the agreements. The
initial term of each agreement is three years and the term is automatically
extended for additional one-year periods each anniversary date of the
agreements, unless either party objects to such extension. If within a 36
month period following a change in control, an executive's employment is
terminated by Rogers without cause, as defined in the agreements, or if
such executive resigns in certain specified circumstances, then, provided
the executive enters into a two-year non-
competitionnon-competition agreement with Rogers,
the executive is generally entitled to the following severance benefits:
(i) twice his annual base salary plus bonus; (ii) two years of additional
pension benefits; and (iii) the continuation of health and life insurance
plans and certain other benefits for up to two years. The agreements
provide that severance and other benefits be reduced to an amount so that
such benefits would not constitute so-called "excess parachute payments"
under applicable provisions of the Internal Revenue Code of 1986.
Audit Matters
We expect representatives of Ernst & Young LLP, Rogers independent auditors
selected as the independent auditors for the fiscal years ending December
29, 2002, and December 28, 2003, to attend the annual meeting. They will
have an opportunity to make a statement if they wish, and will be available
to respond to appropriate questions.
Audit Fees: Ernst & Young LLP fees for the 2002 annual audit were $178,300.
Financial Information and System Design and Implementation Fees: No Ernst &
Young LLP fees were billed for financial information design and
implementation services rendered during 2002.
All Other Fees: Ernst & Young LLP fees for all other services rendered
during 2002 were $334,213, including audit related services of $116,528 and
non-audit related services of $217,685. Audit related services generally
include fees for pension and statutory audits, business acquisitions and
accounting consultations while non-audit related services generally include
tax advice.
18
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 requires Rogers
executive officers and directors, and persons who own more thatthan 10% of
Rogers capital stock, to file reports of ownership and changes of ownership
on Forms 3, 4 and 5 with the Securities and Exchange Commission and the New
York Stock Exchange. Executive officers, directors and greater than 10%
stockholders are required to furnish Rogers with copies of all Forms 3, 4
and 5 they file.
Based solely on Rogers review of the copies of such forms it has received
and written representations from certain reporting persons, Rogers believes
that all of its executive officers and directors complied with all Section
16(a) filing requirements applicable to them during Rogers fiscal year
ended December 29, 2002.28, 2003.
23
Proposal 3: Ratification of Appointment of Independent Auditors
The Audit Committee has appointed Ernst & Young LLP as Rogers independent
auditors for fiscal year 2004 and the board of directors is asking that
stockholders ratify this appointment. Although advisory only because the
Audit Committee is required under the Sarbanes-Oxley Act of 2002 and the
related rules and regulations of the Securities and Exchange Commission to
have responsibility for the appointment of the Company's independent
auditors, this proposal is put before the stockholders in order to seek the
stockholders' views on this important corporate matter. If the stockholders
do not ratify the appointment, the Audit Committee will take the matter
under advisement. We expect representatives of Ernst & Young LLP, Rogers
independent auditors selected as the independent auditors for the fiscal
years ending December 28, 2003, and January 2, 2005, to attend the annual
meeting. They will have an opportunity to make a statement if they wish,
and will be available to respond to appropriate questions.
Fees of Independent Auditors
The following table sets forth the aggregate fees billed to Rogers for the
fiscal years shown.
2003 2002
-------------------------------------------------------
Audit Fees (1) $367,715 $292,500
Audit-Related Fees (2) 121,402 85,328
Tax Fees (3) 315,334 273,685
All Other Fees (4) - -
-------------------------------------------------------
Total $804,451 $651,513
=======================================================
Audit Fees consist of fees billed for professional services rendered
for the audit of the Company's consolidated annual financial
statements and review of the interim consolidated financial
statements included in quarterly reports and services that are
normally provided by Ernst & Young LLP in connection with statutory
and regulatory filings or engagements.
Audit-Related Fees consist of fees billed for assurance and related
services that are reasonably related to the performance of the audit
or review of the Company's consolidated financial statements and are
not reported under "Audit Fees". This category includes fees related
primarily to accounting consultations and employee benefit plan
audits.
Tax Fees consist of fees billed for professional services rendered
for tax compliance, tax advice and tax planning (domestic and
international). These services include assistance regarding federal,
state and international tax compliance, tax planning and compliance
work in connection with acquisitions and international tax planning.
For 2003, such fees can be further categorized as tax compliance,
planning and preparation ($151,689) and tax consulting and advisory
($163,645).
All Other Fees consist of fees for products and services other than
the services reported above, however, there were no such fees in
either year.
24
Policy on Audit Committee Pre-Approval of Audit
and Non-Audit Services of Independent Auditors
The Audit Committee's policy is to pre-approve all audit and non-audit
services provided by the independent auditors. These services may include
audit services, audit-related services, tax services and other services.
Pre-approval is generally provided for up to one year and any pre-approval
is detailed as to the particular service or category of services and is
generally subject to a specific budget. The Audit Committee has delegated
pre-approval authority to its Chairperson when expedition of services is
necessary. The independent auditors and management are required to
periodically report to the full Audit Committee regarding the extent of
services provided by the independent auditors in accordance with this pre-
approval, and the fees for the services performed to date. All of the
audit, audit-related, tax and other services provided by Ernst & Young LLP
in fiscal year 2003 and related fees were approved in accordance with the
Audit Committee's policy.
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the votes cast on this proposal shall
constitute approval of the ratification of the appointment of Ernst & Young
LLP as Rogers independent auditors for fiscal year 2004.
The board of directors recommends a vote FOR the ratification of the
appointment of Ernst & Young LLP as Rogers independent auditors for fiscal
year 2004.
25
Proposal 4: Approval of a By-Law Amendment to
Extend the Retirement Age of Directors
The board of directors has adopted, and is submitting to the stockholders
of Rogers Corporation for approval, a proposal to amend the second sentence
of Article II, Section 2 of the By-Laws of Rogers (the "By-Law Amendment").
The By-Law Amendment provides for an extension of the retirement age of
directors from the age of seventy to the age of seventy-two.
Purpose and Summary of Proposed By-Law Amendment
Rogers has long subscribed to sound corporate governance practices
including maintaining a majority of independent directors on its board of
directors, appointing an independent lead director and establishing a
mandatory retirement age for directors. The United States Congress, the
Securities and Exchange Commission and the New York Stock Exchange have
adopted a number of corporate governance and compliance requirements during
the past two years. These new requirements prompted Rogers' board of
directors and management to evaluate Rogers existing corporate governance
practices and policies. These evaluations led to the amendment of certain
existing governance documents, such as the Audit Committee's charter, and
the adoption of certain new corporate governance documents, such as Rogers
corporate governance guidelines and charters for certain other committees
of the board of directors.
As part of this evaluation, Rogers board of directors considered director
qualifications, including the existing mandatory retirement age of seventy
years of age contained in Rogers' By-Laws. Rogers board of directors
determined that seventy-two, rather than seventy, years of age is the
appropriate age at which Rogers board of directors believes it should
require its directors to retire.
Rogers By-Laws presently require that directors elected after September 10,
1991 may not stand for re-election after their seventieth birthday. Rogers
board of directors proposes to increase this mandatory retirement age from
seventy to seventy-two in order to enable Rogers to maintain the valuable
expertise of directors for an additional two-year period, while at the same
time retaining a mandatory retirement age that is in line with that of many
New York Stock Exchange listed companies in order to encourage board
succession and promote the addition of new perspectives to the board.
The second sentence of Article II, Section 2 of the By-Laws of Rogers
presently reads in pertinent part:
No person serving as a Director on September 10, 1991 shall be
elected or re-elected as a Director on a date which is on or after
his or her seventy-second birthday; no other person shall be elected
or re-elected as a Director on a date which is on or after his or her
seventieth birthday.
At a meeting of the board of directors held on February 19, 2004, a motion
was passed to recommend that the By-Laws of Rogers Corporation be amended
to extend a person's eligibility to serve as a director to the year in
which that person reaches the age of seventy-two. In accordance with such
recommendation, the following resolution will be proposed at the annual
meeting, and proxies returned by stockholders will be voted "for" the
resolution amending the By-Laws unless otherwise directed on the proxy:
RESOLVED: That the second sentence of Article II, Section 2 of Rogers
Corporation's By-Laws be amended to read as follows:
Any person who shall attain age seventy-two shall not thereafter be
eligible for nomination or re-nomination as a member of the Board of
Directors.
26
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a majority of the votes cast on this proposal shall
constitute approval of the By-Law Amendment.
The board of directors recommends a vote FOR the By-Law Amendment.
Proposals of Stockholders
Proposals of stockholders intended to be presented at the 20042005 Annual
Meeting of Stockholders must be received by Rogers on or before November
21, 2003,22, 2004, for inclusion in Rogers proxy statement and form of proxy.
Proposals of stockholders received after February 8, 2004, will not be
considered timely and may not be presented at the 2004 Annual Meeting of
Stockholders.
Solicitation of Proxies
Rogers will pay the cost of soliciting proxies. In addition to
solicitations by mail, officers and employees of Rogers may solicit proxies
personally and by telephone, facsimile or other means, for which they will
receive no compensation in addition to their normal compensation. Rogers
will also request banks, brokers and other nominees holding shares for a
beneficial owner to forward proxies and proxy soliciting materials to the
beneficial owners of capital stock held of record by such persons. Rogers
will upon request reimburse brokers and other persons for their related
reasonable expenses. In addition, Rogers has retained InvestorCom, Inc. to
assist in the solicitation of proxies at a cost of approximately $2,500
plus reimbursement of expenses.
By-Law Amendments Approved By the Directors in 2002
In accordance with the Rogers Articles of Organization and By-Laws,
amendments to Rogers By-Laws were made and adopted by the Board of
Directors on April 25, 2002 and June 19, 2002. The Massachusetts Business
Corporation Law expressly permits by-law amendments by the directors (when
the articles of organization so provide) except with respect to provisions
thereof which by law, the articles of organization or the by-laws requires
action by the stockholders. The By-Law amendments identified above did not
require action by Rogers stockholders. Rogers stockholders are hereby
notified of such amendments but are not being asked to approve the By-Laws
as so amended. The most important changes are summarized below.
The amendments adopted on April 25, 2002 relate primarily to the separation
of the positions of President and Chief Executive Officer ("CEO") and the
creation of the new position of Chief Operating Officer ("COO"). Under the
amended By-Laws, the officers of the Corporation may now include a COO as
well as a President and a CEO (Art. III, Sec. 1). The CEO has general
supervision and control of Rogers business, subject to the direction of the
Directors (Art. III, Sec. 6). Neither the CEO nor the
19
President needs to be a Director of Rogers (Art. III, Sec. 3); previously,
the By-Laws required that the President be a Director. The Chairman of the
Board ("Chairman"), if any is elected, must be a Director, as in the past
(Art. III, Sec. 3). The Chairman, if any is elected, will share certain
authority held by the President under the previous By-Laws, such as the
authority to accept resignations of Directors (Art. II, Sec. 5) and
officers (Art. III, Sec. 4), designate the time and place of special
meetings of the Board (Art. II, Sec. 7), and sign stock certificates (Art.
IV, Sec. 1).
With a few exceptions, the June 19, 2002 amendments are administrative in
nature. Under the amended By-Laws, regular as well as special meetings of
the Directors may be held by means of a conference telephone or similar
communications equipment, unless the law or Rogers Articles of Organization
provides otherwise (Art. II, Sec. 7), and notice of special meetings of the
Board can be given by telecopy or other electronic means (Art. II, Sec. 8).
Any Vice President (Art. III, Sec. 6), Assistant Treasurer (Art. III, Sec.
7), Assistant Clerk (Art. III, Sec. 8), and other officers (Art. III, Sec.
10) shall have such powers as designated by the CEO or the President in the
absence of specific delegation by the Directors. Unless otherwise ordered
by the Board of Directors, the CEO, the President, any Vice President, or
the Treasurer, acting singly, have full power and authority on behalf of
Rogers to vote securities of other corporations in which Rogers has an
ownership interest (Art. V, Sec. 4). In addition, the amended By-Laws
provide that Rogers may make charitable contributions without a vote of the
Board of Directors, subject to the monetary limitations previously
contained in the By-Laws (Art. V, Sec. 9).
"Householding" of Proxy Materials
In December of 2000, the Securities and Exchange Commission adopted new
rules that permit companies and intermediaries (e.g., brokers) to satisfy
the delivery requirements for proxy materials with respect to two or more
security holders sharing the same address by delivering a single proxy
statement and annual report addressed to those security holders. This
process, which is commonly referred to as "householding," potentially means
extra convenience for security holders and cost savings for companies.
This year, a number of brokers with account holders who are Rogers
stockholders will be "householding" proxy materials. As indicated in the
notice previously provided by these brokers to such stockholders, a single
proxy statement and an annual report will be delivered to multiple
stockholders sharing an address unless contrary instructions have been
received from an affected stockholder. Once a stockholder has received
notice that the broker will be "householding," "householding" will continue
until the stockholder is notified otherwise or until the stockholder has
revoked consent by notifying the broker. If, at any time, a stockholder no
longer wishes to participate in "householding" and would prefer to receive
a separate proxy statement and annual report, please notify the broker,
send a written request to Rogers Corporation, Office of the Corporate
Secretary, One Technology Drive, P.O.P. O. Box 188, Rogers, Connecticut 06263-
0188 or contact Robert M. Soffer at (860) 779-5566.
Stockholders who share the same address, who currently receive multiple
copies of the Rogers proxy statement and annual report from their broker
and would like to request "householding" of such information should contact
their broker.
2027
Communications with Members of the Board of Directors
Although the board of directors has not formally adopted a process by which
stockholders may communicate directly with directors, it believes that the
procedures currently in place and described below will continue to serve
the needs of the board and stockholders. Until such time as the board may
adopt a different set of procedures, any such stockholder communications
should be sent to the Board of Directors, Rogers Corporation, One
Technology Drive, P. O. Box 188, Rogers, CT 06263-0188, c/o Vice President
and Secretary of the Company. At the present time, all such communications
sent by stockholders to the above address will be forwarded to the Lead
Director of the board for consideration.
Availability of Certain Documents
Rogers Corporation maintains a website (http://www.rogerscorporation.com).
Rogers Corporate Governance Guidelines, Code of Business Conduct and
Ethics, Audit Committee Charter, Compensation and Organization Committee
Charter and Nominating and Governance Committee Charter will be available
on this website prior to our 2004 Annual Meeting of Stockholders. In
addition, you may obtain a copy of any of these documents without charge by
sending a request to Rogers Corporation, One Technology Drive, P. O. Box
188, Rogers, CT 06263-0188, Attn: Vice President and Secretary. Rogers
Corporation's website is not incorporated into or a part of this proxy
statement.
28
Appendix A
Rogers Corporation
Corporate Governance Guidelines
As approved by the Board of Directors on February 19, 2004
The following corporate governance guidelines have been approved by the
Board of Directors of Rogers Corporation. These guidelines, together with
the charters of our standing committees, provide the general framework for
the governance of Rogers. The Board or a designated committee of the Board
will review these guidelines and other aspects of Rogers corporate
governance practices on an annual basis or more often if the Board or such
committee deems it necessary or advisable.
1. Role of Board and Management. The Board of Directors is elected by
the stockholders to oversee management and to assure that the long-term
interests of the stockholders are being served. The Board of Directors has
established five standing committees to assist the Board in discharging its
responsibilities: an Audit Committee, a Compensation and Organization
Committee, a Finance Committee, a Nominating and Governance Committee, and
a Safety and Environment Committee.
The Chief Executive Officer or if there is no CEO, the President of the
Company, has general supervision and control of Rogers' business, subject
to the direction of the Board of Directors. Rogers' officers, managers and
other employees, under the general direction of the CEO (or President, if
applicable), conduct Rogers' business to enhance the long-term value of the
Company for its stockholders.
Both the Board of Directors and management recognize that the long-term
interests of stockholders are advanced by responsibly addressing the
concerns of other stakeholders and interested parties including employees,
customers, suppliers, Rogers' communities and the public at large.
2. Functions of the Board of Directors. The Board of Directors generally
has six regularly scheduled meetings a year at which it reviews and
discusses reports by management on the performance of the Company, its
plans and prospects, as well as other issues facing the Company. Directors
are expected to attend all scheduled Board and committee meetings and to
have done such advance preparation, including reviewing meeting materials,
as is necessary to fulfill their responsibilities. In addition to its
general oversight of management, the Board also performs a number of
specific functions, including:
a. selecting the CEO and overseeing CEO succession planning;
b. providing advice and oversight on the selection, evaluation,
development and compensation of senior management;
c. reviewing, approving and monitoring fundamental financial and
business strategies and major corporate actions;
d. evaluating significant risks facing the Company - and reviewing
options for their mitigation; and
e. assuring guidelines are in place for maintaining the integrity
of the Company - the integrity of the financial statements and
the integrity of compliance with law and ethics.
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The Board may delegate, and in some cases already has delegated, certain of
the specific functions described above to a committee or committees of the
Board.
3. Qualifications. Directors should possess the highest personal and
professional ethics, integrity and values, and be committed to representing
the long-term interests of the stockholders. They must also have an
objective perspective and possess practical wisdom and the ability to
exercise judgment in the fulfillment of their responsibilities. Rogers
endeavors to have a Board with diverse experience at policy-making or
strategic-planning levels in business or in other areas that are relevant
to the Company's activities.
Directors must be willing to devote sufficient time to carrying out their
duties and responsibilities effectively, and must be committed to serve on
the Board for an extended period of time. Directors should offer their
resignation in the event of any significant change in their personal
circumstances, including a change in their principal job responsibilities.
Rogers' CEO may not become a director of a public company other than Rogers
or any company on whose board of directors the CEO served on the date of
adoption of these guidelines without the prior approval of the Nominating
and Governance Committee. Rogers' CEO may not serve on the board of
directors of more than two public companies in addition to the Rogers
Board.
The Board does not believe that arbitrary term limits on Directors' service
are appropriate, nor does it believe that Directors should expect to be
renominated annually until they reach the mandatory retirement age. The
Board self-evaluation process described below will be an important
determinant for Board tenure. Directors will not be nominated for election
to the Board after their 70th birthday.
4. Independence of Directors. A majority of the Directors will be
independent Directors under the independence requirements set forth in
Section 303A of the New York Stock Exchange (NYSE) Listed Company Manual.
It is the Board's goal that at least two-thirds of the Directors will be
independent under the NYSE independence standards. Directors who do not
meet the NYSE's independence standards also make valuable contributions to
the Board and to the Company by reason of their experience and wisdom.
To be considered independent under the NYSE independence standards, the
Board must determine that a Director does not have any direct or indirect
material relationship with Rogers. The Board has established the following
guidelines to assist it in determining Director independence in accordance
with those standards:
a. Relationships that will make a Director not independent:
Consistent with the NYSE independence standards, a Director
will not be independent if, within the preceding three years:
(i) the Director was employed by Rogers; (ii) an immediate
family member of the Director was employed by Rogers as an
executive officer; (iii) the Director was employed by or
affiliated with Rogers' present or former internal or external
auditor; (iv) an immediate family member of the Director was
employed in a professional capacity by or affiliated with
Rogers' present or former internal or external auditor; (v) a
Rogers' executive officer was on the compensation committee of
the board of directors of a company which employed the Rogers
Director, or an immediate family member of the Director, as an
executive officer; (vi) the Director, or an immediate family
member of the Director, received more than $100,000 per year in
direct compensation from Rogers, other than Director and
committee fees and pension
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or other forms of deferred compensation for prior service
(provided such compensation is not contingent in any way on
continued service); or (vii) the Director is an executive
officer or employee, or an immediate family member of the
Director is an executive officer, of a company that makes
payment to, or receives payments from, Rogers for property or
services in an amount which, in any single fiscal year, exceeds
the greater of $1 million or 2% of such other company's
consolidated gross revenues;
b. Relationships that will not be material in determining a
Director's independence: The following commercial or charitable
relationships will not be considered to be material
relationships that would impair a Director's independence: (i)
if a Rogers Director (other than a member of the Audit
Committee) receives direct or indirect annual compensation or
other benefits (other than Director and committee fees) of not
more than $30,000, (ii) if a Rogers Director is an executive
officer of another company that does business with Rogers and
the annual sales to, or purchases from, Rogers are less than
one percent of the revenues of the company he or she serves as
an executive officer; (iii) if a Rogers Director is an
executive officer of another company which is indebted to
Rogers, or to which Rogers is indebted, and the total amount of
either company's indebtedness to the other is less than one
percent of the total consolidated assets of the company he or
she serves as an executive officer; and (iv) if a Rogers
Director serves as an officer, director or trustee of a
charitable organization, and Rogers' discretionary charitable
contributions to the organization are less than one percent of
that organization's total annual charitable receipts. (Rogers'
matching of employee charitable contributions will not be
included in the amount of Rogers' contributions for this
purpose.) The Board will annually review all commercial and
charitable relationships of Directors which involve Rogers or
members of its management. Whether Directors meet these
categorical independence tests, as well as whether they meet
the standards set forth in subsection (a) above, will be
reviewed annually and the determinations will be made public in
connection with or prior to Rogers' annual meeting of
stockholders.
c. Independent Directors at time of adoption of guidelines: As of
the date of the initial adoption of these guidelines, the Board
of Directors has determined that the following eight Directors
are independent under the foregoing guidelines as of the date
of adoption of these guidelines: Baker, Birkenruth, Diefenthal,
Howey, Jaskol, Kraus, Mitchell and Paul.
d. Directors who evaluate relationships: For relationships not
covered by the guidelines in subsection (b) above, the
determination of whether the relationship is material or not,
and therefore whether the Director would be independent or not,
shall be made by the Directors who satisfy the independence
guidelines set forth in subsections (a) and (b) above. For
example, if a Director is the CEO of a company that purchases
products and services from Rogers that are more than one
percent of that company's annual consolidated gross revenues,
the Directors could determine, after considering all of the
relevant circumstances, whether such a relationship was
material or immaterial, and whether the Director would
therefore be considered independent under the NYSE independence
standards. The Company would explain in the next proxy
statement the basis for any Board determination that a
relationship was immaterial despite the fact that it was
outside the categorical standards of immateriality set forth in
subsection (b) above.
5. Size of Board and Selection Process. The Directors are elected each
year by the stockholders at the annual meeting of stockholders. The Board
proposes a slate of nominees to the stockholders for election to the Board.
The Board also determines the number of Directors on the Board. Between
annual
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stockholder meetings, the Board may elect Directors to serve until the next
annual meeting of stockholders. The Board believes that, given the size and
breadth of Rogers and the need for diversity of Board views, the size of
the Board should be in the range of eight to twelve Directors.
6. Board Committees. The Board has established the following committees
to assist the Board in discharging its responsibilities: (i) Audit; (ii)
Compensation and Organization; (iii) Finance; (iv) Nominating and
Governance; and (v) Safety and Environment. The current charters of the
Audit, Compensation and Organization and Nominating and Governance
Committees are publicly available on the Rogers website. In addition, the
charters will be mailed to stockholders on written request. The charters of
the other committees established by the Board may also be publicly
available from time to time on the Rogers website. The committee
Chairpersons summarize their committee meetings to the full Board following
each meeting of their respective committee. The committees occasionally
hold meetings in conjunction with the full Board. For example, it is the
practice of the Nominating and Governance Committee to meet in conjunction
with the full Board so that all Directors may hear the review of the CEO's
performance.
7. Independence of Committee Members. In addition to the requirement
that a majority of the Board satisfy the independence standards discussed
in section 4 above, members of the Audit Committee must also satisfy an
additional independence requirement. Specifically, they may not directly or
indirectly receive any compensation from the Company other than their
Directors' compensation.
8. Meetings of Non-Employee Directors. The Board will hold regularly
scheduled sessions for the non-employee Directors without management
present. The Directors have determined that the Company's Lead Director, if
one has been appointed, will be the presiding Director at these sessions.
In the event the Company does not then have a Lead Director or he or she is
not in attendance, the Chairperson of the Nominating and Governance
Committee will be the presiding Director and, in his or her absence, the
Chairperson of the Compensation and Organization Committee will be the
presiding Director. The non-employee Directors may meet without management
present at such other times as determined by the Lead Director.
In order that interested parties may be able to make their concerns known
to the non-management Directors, the Company will also disclose a method
for such parties to communicate directly and confidentially with the
presiding Director or with the non-management Directors as a group.
9. Self-Evaluation. The Board and each of its standing committees will
perform an annual self-evaluation. Annually, the Directors will be
requested to provide to the Board their assessments of the effectiveness of
the Board and the committees on which they serve.
10. Ethics and Conflicts of Interest. The Board expects Rogers Directors,
as well as officers and employees, to act ethically at all times and to
acknowledge their adherence to the requirements set forth in Rogers' code
of business conduct and ethics. If an actual or potential conflict of
interest arises for a Director, the Director shall promptly inform the CEO
and the Lead Director. If a significant conflict exists and cannot be
resolved, the Director should resign. All Directors will recuse themselves
from any discussion or decision affecting their personal, business or
professional interests. The Board shall resolve any conflict of interest
question involving the CEO or an elected corporate officer who regularly
reports to the CEO, and the CEO shall resolve any conflict of interest
issue involving any other officer of the Company.
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The Company will not make any personal loans or extensions of credit to
Directors or executive officers.
11. Reporting of Concerns to Non-Employee Directors or the Audit
Committee. Anyone who has a concern about Rogers' conduct, or about the
Company's accounting, internal accounting controls or auditing matters, may
communicate that concern directly to the Lead Director, to the non-employee
Directors, or to the Audit Committee. Concerns relating to accounting,
internal controls, auditing or officer conduct shall be sent immediately to
the Lead Director and to the Chairperson of the Audit Committee. The status
of all outstanding concerns addressed to the non-employee Directors, the
Lead Director, or the Audit Committee will be reported to the Lead Director
and the Chairperson of the Audit Committee on a quarterly basis. The Lead
Director, or the Audit Committee Chairperson may direct that certain
matters be presented to the Audit Committee or the full Board and may
direct special treatment, including the retention of outside advisors or
counsel, for any concern addressed to them.
The Company's code of business conduct and ethics prohibits any employee
from retaliating or taking any adverse action against anyone for raising or
helping to resolve an integrity concern.
12. Compensation of Board. The Compensation and Organization Committee
shall have the responsibility for reviewing and recommending to the Board
compensation and benefits for non-employee Directors. In discharging this
duty, the committee shall be guided by three goals: compensation should
fairly pay Directors for work required in a company of Rogers' size and
scope; compensation should align Directors' interests with the long-term
interests of stockholders; and the structure of the compensation should be
simple, transparent and easy for stockholders to understand.
13. Succession Plan. The Board shall approve and maintain a succession
plan for the CEO and other senior executives based upon recommendations
from the Compensation and Organization Committee.
14. Annual Compensation Review of Senior Management. The Nominating and
Governance Committee shall annually approve the goals and objectives for
compensating the CEO. That Committee shall evaluate the CEO's performance
in light of these goals and report the results of this evaluation to the
Compensation and Organization Committee for its consideration in setting
the CEO's salary, bonus and other incentive and equity compensation. The
Compensation and Organization Committee shall also annually approve the
compensation structure for the Company's elected corporate officers who
regularly report to the CEO, and shall evaluate the performance of the
Company's elected corporate officers who regularly report to the CEO before
approving their salary, bonus and other incentive and equity compensation.
In carrying out these responsibilities, the Nominating and Governance
Committee may seek input from other members of the Board and other members
of the Board may offer their input to the committee for its consideration
as and to the extent the Committee deems appropriate.
15. Access to Senior Management. Non-employee Directors may contact
senior managers of the Company without senior corporate management present.
16. Access to Independent Advisors. The Board and its committees shall
have the right at any time to retain independent outside financial, legal
or other advisors.
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17. Director Orientation and Continuing Education. The CEO, in
consultation with such other members of the Board of Directors or
management as he or she deems appropriate or such persons as otherwise
directed by the Board of Directors or the Nominating and Governance
Committee, shall be responsible for providing an orientation for new
Directors, and for periodically providing materials or briefing sessions
for all Directors on subjects that would assist them in discharging their
duties. Each new Director shall complete an orientation program within six
months of election to the Board. The orientation program will include
presentations by management designed to familiarize the new Director with
the Company's business and strategic plans, key policies and practices,
principal officers and management structure, auditing and compliance
processes and its code of business conduct and ethics or similar document.
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Appendix B
Rogers Corporation
Audit Committee Charter
As approved by the Board of Directors on February 20, 200319, 2004
I. General Statement of Purpose
The Audit Committee of the Board of Directors (the "Audit Committee")
of Rogers Corporation (the "Company") assists the Board of Directors
(the "Board") in general oversight and monitoring of: (i) the
integrity of financial statements of the Company; (ii) the financial
reporting process and systems of internal accounting and financial
controls; (iii) the independent auditors' qualifications,
independence and independence, (iii)performance, (iv) the performance of the Company's
internal audit function, and independent
auditors, and (iv)(v) the Company's procedures for
compliance with legal and regulatory requirements. In discharging its
objectives, the Audit Committee is empowered to investigate any
matter brought to its attention with full access to all books,
records, facilities and personnel of the Company and the power to
retain counsel, or other experts for this purpose.
The Audit Committee shall make regular
reports to the Board.
II. Audit Committee Composition
The membership of the Audit Committee shall consist of at least three
members and shall consist solely of outside independent directors. The term "independent director"A
director's "independence" will be defineddetermined in accordance with the
rules of the New York Stock Exchange, Section 10A(m)(3) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the related
rules and regulations of the Securities and Exchange Commission. At a
minimum this will require directors who are independent of management
and the Company are financially literate, or who will
become financially literate within a reasonable period of time after
appointment to the Audit Committee, and who are free of any relationship that, in the
opinion of the Board of Directors, would interfere with their
exercise of independent judgment as committee members. Each member of
the Audit Committee shall be financially literate, or shall become
financially literate within a reasonable period of time after
appointment to the Audit Committee, as such qualification is
interpreted by the Board in its business judgment. At least one
member of the Audit Committee shall have accounting or related
financial management expertise, and, if
possible, at least one member will beas such qualification is interpreted
by the Board in its business judgment. One or more members of the
Audit Committee may qualify as an "Audit Committee Financial Expert"
as defined by the Securities and Exchange Commission.
The Nominating and Governance Committee shall recommend nominees for
appointment to the Audit Committee annually and as vacancies or newly
created positions occur. The members of the Audit Committee shall be
appointed annually by the Board and may be replaced or removed by the
Board with or without cause. Resignation or removal of a Director
from the Board, for whatever reason, shall automatically and without
any further action constitute resignation or removal, as applicable,
from the Audit Committee. Any vacancy on the Audit Committee,
occurring for whatever reason, may be filled only by the Board.
The Board shall designate one member of the Audit Committee to be
Chairperson of the Audit Committee.
Audit Committee members shall not simultaneously serve on the audit
committees of more than two other public companies.
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III. Compensation
A member of the Audit Committee may not, other than in his or her
capacity as a member of the Audit Committee, the Board or any other
committee established by the Board, receive directly or indirectly
any consulting, advisory or other compensatory fee from the Company.
A member of the Audit Committee may receive additional directors'
fees to compensate such member for the significant time and effort
expended by such member to fulfill his or her duties as an Audit
Committee member.
IV. Meetings
The Audit Committee will meet as often as may be deemed necessary or
appropriate and at such times and places as it shall determine, but
not less frequently than quarterly. The Audit Committee will meet
periodically with management, the internal auditors (or persons
responsible for the internal audit function) and the independent
auditors in separate executive sessions. The Audit Committee will
record the actions taken at such meetings and will report to the full
Board with respect to its meetings.
The meetings of the Audit Committee may be held in person or by
conference telephone or other communications equipment by means of
which all persons participating in the meeting can hear each other. A
majority of the members of the committee shall constitute a quorum.quorum
and the committee may act by a vote of a majority of the members
present at such meeting. In lieu of a meeting, the Audit Committee
may act by unanimous written consent as and to the extent that it
deems appropriate.
In the absence of the Chairperson of the Audit Committee, the members
may appoint any other member to preside.
IV.V. Responsibilities
The policies and procedures of the Audit Committee shall remain
flexible, in order to permit the Audit Committee to react to changing
conditions and circumstances.
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The Audit Committee shall have the sole authority to appoint, retain,
terminate or replace the Company's independent auditors (subject, if
required or permitted by applicable law, to shareholder
ratification). The Audit Committee shall be directly responsible for
the compensation and oversight of the work of the independent auditors (including
resolution ofresolving disagreements between management and the independent
auditors regarding financial reporting) for the purpose of preparing
or issuing an audit report or related work, or performing other
audit, review or attest services for the Company. The Audit Committee
shall be directly responsible for the compensation of the independent
auditors. The Audit Committee shall inform the independent auditors
that the independent auditors shall report directly to the Audit
Committee.
The Audit Committee shall pre-approve all auditing services (which
may include providing comfort letters in connection with securities
underwritings) and permitted non-audit services, (includingincluding, in each
case, the fees and terms thereof)thereof, to be performed for the Company by
its independent auditors in accordance with applicable rules and
regulations. The Audit Committee may delegate the authority to one or
more members to pre-approve audit and permitted non-audited services,
provided that decisions of such subcommittee to grant such pre-approvalspre-
approvals
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shall be presented to the full Audit Committee at its next scheduled
meeting. The Audit Committee may establish policies and procedures
for pre-approval of non-audit services; provided that such policies
and procedures are detailed as to the particular service and the
Audit Committee is promptly informed of each service.
The Audit Committee shall have the authority, to the extent it deems
necessary or appropriate, to retain independent legal, accounting or
other advisors.service in accordance
with such policies and procedures.
The Company shall provide for appropriate funding, as determined by
the Audit Committee, for payment of compensation to the independent
auditors for the purpose of rendering or issuing an audit report and
to any advisors employed by the Audit Committee.
The Audit Committee shall annually reviewperform an annual self-evaluation of the
performance of the Audit Committee's own
performance.
V.Committee and report to the Board on the
results of such evaluation.
VI. Audit Committee Principal Processes
The principal processes of the Audit Committee will generally include
the following which are set forth as a guide with the understanding
that the Audit Committee may supplement them as appropriate:
A. Review of Charter and Preparation of Proxy Statement Report
The Audit Committee shall review and assess the adequacy of
this Charter annually and recommend any proposed changes to
this Charter to the Board for its consideration and approval.
The Audit Committee shall prepare the report required by the
rules of the Securities and Exchange Commission to be included
in the Company's annual proxy statement.
B. Matters Relating to Selection, Independence and Performance of
Independent Auditors
The Audit Committee shall have a clear understanding with
management and the independent auditors that the independent
auditors are ultimately accountable to the Board and the Audit
Committee, as representatives of the Company's shareholders.
The Audit Committee shall have the ultimate authority and
responsibility to select, evaluate and, where appropriate,
replace the independent auditors. The Audit Committee shall
discuss with the independent auditors
theirits independence from management and the Company and the
matters included in the written disclosures required by the
Independence Standards Board.
A-2The Audit Committee (i) shall request that the independent
auditors provide the Audit Committee with the written
disclosures and the letter required by Independence Standards
Board Standard No. 1, as modified or supplemented, (ii) require
that the independent auditors submit to the Audit Committee on
a periodic basis a formal written statement delineating all
relationships between the independent auditors and the Company,
(iii) discuss with the independent auditors any disclosed
relationships or services that may impact the objectivity and
independence of the independent auditors, and (iv) based on
such disclosures, statements and discussions take or recommend
that the Board take appropriate action in response to the
independent auditors' report to satisfy itself of the
independent auditors' independence.
The Audit Committee shall, at least annually, obtain and review
a report
(the "Independent Auditors' Annual Report") by the independent
auditors describing: (i) the firm's internal quality-controlquality-
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control procedures; and(ii) material issues raised by the most
recent internal quality-control review, or peer review, of the
firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years,
respecting one or more independent audits carried out by the
firm, and any steps taken to deal with any such issues; and
(to assess the auditors' independence)(iii) all relationships between the independent auditors and
the Company.Company in order to assess the auditors' qualifications and
independence.
The Audit Committee shall review with the independent auditors
any audit problems or difficulties and management's response,
including any restrictions on the scope of the independent
auditors' activities or on access to requested information, and
any significant disagreements with management.
The Audit Committee shall evaluate the independent auditors'
qualifications, performance and independence, and shall present
its conclusions with respect to the independent auditors to the
full Board. As part of such evaluation, at least annually, the
Audit Committee shall:
(i) review the Independent Auditors' Annual Report;
(ii) review and evaluate the performance of the independent
auditors and the lead partner (and the Audit Committee
may review and evaluate the performance of other members
of the independent auditors' audit staff), and
(iii) assure the regular rotation of the audit partners
(including, without limitation, the lead and concurring
partners) as required under the Exchange Act and
Regulation S-X.
In this regard, the Audit Committee shall also (1) seek the
opinion of management and the internal auditors (or persons
responsible for the internal audit function) of the independent
auditors' performance and (2) consider whether, in order to
assure continuing auditor independence, there should be regular
rotation of the audit firm.
The Audit Committee shall set clear hiring policies for
employees or former employees of the independent auditors.auditors that,
at a minimum, meet the requirements of applicable Securities
and Exchange Commission rules and regulations and listing
standards of the New York Stock Exchange.
C. Matters Related to Company Policies and Procedures
The Audit Committee shall receive regular reports from the
independent auditors on the critical policies and practices of
the Company, and all alternative treatments of financial
information within generally accepted accounting principles
that have been discussed with management.
The Audit Committee shall review, if such assertions and/or
assessments are required by applicable law, management's
assertion on its assessment of the effectiveness of internal
controls as of the end of the most recent fiscal year and the
independent auditors' report on management's assertion.
The Audit Committee shall review and discuss earnings press
releases, including the use of "pro-forma" or "adjusted" non-
GAAP information, as well as such other financial information
and earnings guidance as the Audit Committee shall deem
appropriate.
The Audit Committee shall establish procedures for the receipt,
retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or B-4
auditing matters, and the confidential, anonymous submission by
employees of the Company of concerns regarding questionable
accounting or auditing matters.
The Audit Committee shall discuss policies with respect to risk
assessment and risk management, including the Company's major
financial risk exposures and the steps management has taken to
monitor and control such exposures.
The Audit Committee shall assist the Board in its oversight of
the Company's compliance with the legal and regulatory
requirements applicable to the Company and its subsidiaries.
The Audit Committee shall (i) discuss with management legal
matters (including pending or threatened litigation) that may
have a material effect on the Company's financial statements or
its compliance policies and procedures, and (ii) take such
action as the Audit Committee deems necessary or appropriate,
including having discussions with management and/or other
employees of Rogers, in the event the Audit Committee receives
a report pursuant to Section 307 of the Sarbanes-Oxley Act of
2002 and the rules and regulations of the Securities and
Exchange Commission promulgated thereunder from an attorney
appearing and practicing before the Securities and Exchange
Commission on Rogers' behalf.
D. Audited Financial Statements and Related Audits
The Audit Committee shall discuss with the internal auditors
(or persons responsible for the internal audit function) and
the independent auditors the overall scope and plans for their
respective audits including the adequacy of staffing and
compensation and the matters required to be discussed pursuant
to Statement on Auditing Standards No. 61. The Audit Committee
shall include in these discussions, to the extent it deems
appropriate, the members of management who are responsible for
preparing the Company's financial statements.
The Audit Committee shall review and discuss with management,
the internal auditors (or persons responsible for the internal
audit function), and the independent auditors the adequacy and
effectiveness of the accounting and financial controls, A-3
including the Company's system to monitor and manage major
business risks, and legal and ethical compliance programs.
Further, the Audit Committee shall periodically meet separately
with management, with the internal auditors (or other personnelpersons
responsible for the internal audit function) and with the
independent auditors to discuss the results of their reviews
and examinations.
The Audit Committee shall review and discuss with management
and the independent auditors the annual audited financial
statements including (a) all critical accounting policies and
practices used or to be used by the Company, (b) the Company's
disclosures under Management's Discussion and Analysis of
Financial Condition and Results of Operations to be included in
the Company's Annual Report on Form 10-K (or the annual report
to shareholders if distributed prior to the filing of Form
10-K), including theirthe independent auditors' judgment about the
quality, not just the acceptability, of accounting principles,
the reasonableness of significant judgments, and the clarity of
the disclosures in the financial statements, and (c) any
significant financial reporting issues that have arisen in
connection with the preparation of such audited financial
statements. Also, the Audit Committee shall discuss the results
of the annual audit and any other matters required to be
communicated to the Audit Committee by the independent auditors
under generally accepted auditing standards. E. Interim Financial StatementsThe Audit
Committee shall review:
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(i) analyses prepared by management, the internal auditors
(or persons responsible for the internal audit function)
and/or the independent auditors setting forth significant
financial reporting issues and judgments made in
connection with the preparation of the financial
statements, including analyses of the effects of
alternative GAAP methods on the financial statements. The
Audit Committee may consider the ramifications of the use
of such alternative disclosures and treatments on the
financial statements, and the treatment preferred by the
independent auditors. The Audit Committee may also
consider other material written communications between
the independent auditors and management, such as any
management letter or schedule of unadjusted differences;
(ii) major issues as to the adequacy of the Company's internal
controls and any special audit steps adopted in light of
material control deficiencies;
(iii) major issues regarding accounting principles and
procedures and financial statement presentations,
including any significant changes in the Company's
selection or application of accounting principles; and
(iv) the effect of regulatory and accounting initiatives, as
well as off-balance sheet transactions and structures, on
the financial statements of the Company.
The Audit Committee shall review and, if it deems necessary or
appropriate, discuss with the independent auditors (outside of
the presence of management) how the independent auditors plan
to handle their responsibilities under the Private Securities
Litigation Reform Act of 1995, and request assurance from the
independent auditors that the obligations under Section 10A of
the Private Securities Litigation Reform Act of 1995 have not
been incurred.
The Audit Committee shall review and discuss with the
independent auditors any audit problems or difficulties and
management's response thereto. This review shall include (1)
any difficulties encountered by the independent auditors in the
course of performing their audit work, including any
restrictions on the scope of their activities or their access
to information, (2) any significant disagreements with
management and (3) a discussion of the responsibilities, budget
and staffing of the Company's internal audit function.
The Audit Committee shall discuss with the independent auditors
those matters brought to the attention of the Audit Committee
by the auditors pursuant to Statement on Auditing Standards No.
61 ("SAS 61").
The Audit Committee shall also review and discuss with the
independent auditors the report required to be delivered by
such auditors pursuant to Section 10A(k) of the Exchange Act.
The Audit Committee shall discuss with the Chief Executive
Officer and Chief Financial Officer of the Company (1) all
significant deficiencies and material weaknesses in the design
or operation of internal controls and procedures for financial
reporting which could adversely affect the Company's ability to
record, process, summarize and report financial information
required to be disclosed by the Company in the reports that it
files or submits under the Exchange Act, within the time
periods specified in the SEC's rules and forms, and (2) any
fraud involving management or other employees who have a
significant role in the Company's internal controls and
procedures for financial reporting.
B-6
Based on the Audit Committee's review and discussions (1) with
management regarding the audited financial statements, (2) with
the independent auditors of the matters required to be
discussed by SAS 61, and (3) with the independent auditors
concerning the independent auditors' independence, the Audit
Committee shall make a recommendation to the Board as to
whether the Company's audited financial statements should be
included in the Company's Annual Report on Form 10-K for the
last fiscal year.
E. Internal Audit
At least annually, the Audit Committee shall evaluate the
performance, responsibilities, budget and staffing of the
Company's internal auditors (or persons responsible for the
internal audit function) and review the internal audit plan.
Such evaluation may include a review of the responsibilities,
budget and staffing of the Company's internal audit function
with the independent auditors.
F. Interim Financial Statements, Earnings Releases and Other
Financial Information
The Audit Committee shall review and discuss (i) earnings press
releases, including the use of "pro forma" or "adjusted" non-
GAAP information, prior to their release, (ii) such other
material financial information and earnings guidance provided
to ratings agencies and similar entities prior to their use,
and (iii) the interim financial statements and disclosures
under Management's Discussion and Analysis of Financial
Condition and Results of Operations with management and the
independent auditors prior to the filing of the Company's
Quarterly Report on Form 10-Q, including the results of the
independent auditor'sauditors' review of the quarterly financial
statements and any other matters required to be communicated to
the Audit Committee by the independent auditors under generally
accepted auditing standards.
VI.VII. General
The Audit Committee shall perform such other oversight functions as
may be requested byestablish and delegate authority to
subcommittees consisting of one or more of its members, when the
Board.Audit Committee deems it appropriate to do so in order to carry out
its responsibilities.
The Audit Committee shall as appropriate, obtainmake regular reports to the Board regarding
its responsibilities.
In carrying out its responsibilities, the Audit Committee shall be
entitled to rely upon advice and assistance frominformation that it receives in its
discussions and communications with management and such experts,
advisors and professionals with whom the Audit Committee may consult.
The Audit Committee shall have the authority to request that any
officer or employee of the Company, the Company's outside legal
counsel, the Company's independent auditors or any other professional
retained by the Company to render advice to the Company attend a
meeting of the Audit Committee or meet with any members of or
advisors to the Audit Committee. The Audit Committee shall also have
the authority to engage legal, accounting or other advisors.advisors to
provide it with advice and information in connection with carrying
out its responsibilities and shall have sole authority to approve any
such advisor's fees and other retention terms.
B-7
Notwithstanding the responsibilities and powers of the Audit
Committee set forth in this Charter, the Audit Committee does not
have the responsibility of planning or conducting audits of the
Company's financial statements or determining whether or not the
Company's financial statements are complete, accurate and in
accordance with generally accepted accounting principles. Such
responsibilities are the duty of management and the independent
auditors. Management is also responsible for the preparation,
presentation, and integrity of the Company's financial statements and
for the appropriateness of the accounting principles and reporting
policies that are used by the Company. The independent auditors are
responsible for auditing the Company's financial statements and for
reviewing the Company's unaudited interim financial statements.
A-4
[LOGO]B-8
ROGERS CORPORATIONLOGO
One Technology Drive
P. O. Box 188
Rogers, Connecticut 06263-0188
PHONE:
860.774.9605
WEBSITE:
http://www.rogerscorporation.com
[X] PLEASE MARK VOTE REVOCABLE PROXY
AS IN THIS EXAMPLE ROGERS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 200329, 2004
The undersigned hereby appoints JAMES M. RUTLEDGE and ROBERT M.
SOFFER, and each of them acting singly, with full power of substitution,
as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of capital
stock of Rogers Corporation which the undersigned is entitled to vote at
the Annual Meeting of Stockholders of Rogers Corporation to be held on
April 24, 200329, 2004 at 10:30 a.m. in the Boardroom on the 26th floor of Fleet Bank (which at the
time of the annual meeting may be known as Bank of America), 777 Main
Street, Hartford, Connecticut, and at any and all adjournments thereof. The
proxies are authorized to vote all shares of stock in accordance with the
following instructions and with discretionary authority upon such other
business as may properly come before the meeting or any adjournment
thereof.
With- For All
For hold ExceptAgainst Abstain
1. FIXING THE BOARD OF DIRECTORS ATTo fix the number of persons [ ] [ ] [ ]
NINE AND ELECTING DIRECTORS. To fix
the number of persons
constituting the full board of
directors at nine and tonine.
With- For All
For hold Except
2. To elect the following nominees as [ ] [ ] [ ]
directors (except as marked to the
contrary below):
Leonard M. Baker, Harry H. Birkenruth, Walter E. Boomer, Edward L. Diefenthal,
Gregory B. Howey, Leonard R. Jaskol, Eileen S. Kraus,
William E. Mitchell, Robert G. Paul and Robert G. Paul.D. Wachob.
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "For All Except" and write that nominee's name in the space provided
below.
- ---------------------------------------------------------------------------
3. To ratify the appointment of Ernst & Young LLP as Rogers
Corporation's independent auditors for the fiscal year ending
January 2, 2005.
For [ ] Against [ ] Abstain [ ]
4. To amend the second sentence of Article II, Section 2 of the By-Laws
to extend the retirement age of directors from the age of seventy to
the age of seventy-two.
For [ ] Against [ ] Abstain [ ]
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR,
WHERE NO DIRECTION IS GIVEN, WILL BE VOTED TO FIX THE BOARD AT NINEFOR PROPOSALS 1, 2, 3 AND TO
ELECT THE NOMINEES AS DIRECTORS,4, AND
AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES AS DIRECTORS."FOR" PROPOSALS 1-4.
-----------------------
Please be sure to date and sign | Date |
this Proxy in the box below. | |
- -------------------------------------------------------------
| |
| |
| |
|--Stockholder sign above-----Co-holder (if any) sign above--|
Detach above card, date, sign and mail in postage paid envelope provided.
ROGERS CORPORATION
- --------------------------------------------------------------------------
| Please sign exactly as your name(s) appear(s) on this proxy card. When |
| signing in a representative capacity, please give full title. |
| |
| As a stockholder, you are entitled to vote at this year's Annual |
| Meeting of Stockholders and are encouraged to do so by signing, dating |
| and returning this proxy card as soon as possible. |
| PLEASE ACT PROMPTLY |
| DATE, SIGN &AND MAIL YOUR PROXY CARD TODAY |
- --------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE
PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY CARD IN THE ENVELOPE
PROVIDED.
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
[X] PLEASE MARK VOTE REVOCABLE PROXY
AS IN THIS EXAMPLE ROGERS CORPORATION (RESIP)
ANNUAL MEETING OF STOCKHOLDERS
APRIL 24, 200329, 2004
The undersigned hereby appoints JAMES M. RUTLEDGE and ROBERT M.
SOFFER, and each of them acting singly, with full power of substitution,
as attorneys and proxies of the undersigned, with full power of substitution, to vote all shares of capital
stock of Rogers Corporation which the undersigned is entitled to vote at the
Annual Meeting of Stockholders of Rogers Corporation to be held on April 24, 200329,
2004 at 10:30 a.m. in the Boardroom on the 26th floor of Fleet Bank (which at the time of the
annual meeting may be known as Bank of America), 777 Main Street, Hartford,
Connecticut, and at any and all adjournments thereof. The proxies are
authorized to vote all shares of stock in accordance with the following
instructions and with discretionary authority upon such other business as
may properly come before the meeting or any adjournment thereof.
With- For All
For hold ExceptAgainst Abstain
1. FIXING THE BOARD OF DIRECTORS ATTo fix the number of persons [ ] [ ] [ ]
NINE AND ELECTING DIRECTORS. To fix
the number of persons
constituting the full board of
directors at nine and tonine.
With- For All
For hold Except
2. To elect the following nominees [ ] [ ] [ ]
as directors (except as marked to the
contrary below):
Leonard M. Baker, Harry H. Birkenruth, Walter E. Boomer, Edward L. Diefenthal,
Gregory B. Howey, Leonard R. Jaskol, Eileen S. Kraus,
William E. Mitchell, Robert G. Paul and Robert G. Paul.D. Wachob.
INSTRUCTION: To withhold authority to vote for any individual nominee(s),
mark "For All Except" and write that nominee's name in the space provided
below.
- ---------------------------------------------------------------------------
3. To ratify the appointment of Ernst & Young LLP as Rogers
Corporation's independent auditors for the fiscal year ending
January 2, 2005.
For [ ] Against [ ] Abstain [ ]
4. To amend the second sentence of Article II, Section 2 of the By-Laws
to extend the retirement age of directors from the age of seventy to
the age of seventy-two.
For [ ] Against [ ] Abstain [ ]
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR,
WHERE NO DIRECTION IS GIVEN, WILL BE VOTED TO FIX THE BOARD AT NINEFOR PROPOSALS 1, 2, 3 AND TO
ELECT THE NOMINEES AS DIRECTORS,4, AND
AT THE DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE
NOMINEES AS DIRECTORS."FOR" PROPOSALS 1-4.
-----------------------
Please be sure to date and sign | Date |
this Proxy in the box below. | |
- -------------------------------------------------------------
| |
| |
| |
|--Stockholder sign above-----Co-holder (if any) sign above--|
Detach above card, date, sign and mail in postage paid envelope provided.
ROGERS CORPORATION
- --------------------------------------------------------------------------
| This proxy is evidence of your ownership of Rogers CorporaionCorporation Capital |
| Stock through the Rogers Employee Savings and Investment Plan (RESIP) |
| held by the Trustee, CIGNA Bank & Trust Company, FSB. |
| |
| As a stockholder, you are entitled to vote at this year's Annual |
| Meeting of Stockholders and are encouraged to do so by signing, dating |
| and returning this proxy card as soon as possible. |
| PLEASE ACT PROMPTLY |
| DATE, SIGN &AND MAIL YOUR PROXY CARD TODAY |
- --------------------------------------------------------------------------
IF YOUR ADDRESS HAS CHANGED, PLEASE CORRECT THE ADDRESS IN THE SPACE
PROVIDED BELOW AND RETURN THIS PORTION WITH THE PROXY CARD IN THE ENVELOPE
PROVIDED.
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------