GOODWIN PROCTER LLP
COUNSELORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
March 2, 2004
VIA EDGAR
- ---------
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Rogers Corporation
Preliminary Proxy Materials
---------------------------
Ladies and Gentlemen:
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and the rules and regulations promulgated
thereunder, transmitted herewith for filing on behalf of Rogers Corporation (the
"Company") is the Company's proxy statement (the "Proxy Statement"), including
forms of proxy, to be furnished to the Company's stockholders in connection with
its annual meeting of stockholders. At the annual meeting, stockholders of the
Company will be asked to consider and vote upon proposals to (i) fix the number
of directors at nine, (ii) elect nine directors, (iii) ratify the appointment of
the Company's independent auditors, and (iv) amend the Company's by-laws to
change the mandatory retirement age of directors.
As required by Rule 14a-6(d) promulgated under the Exchange Act, please
note that the Company currently intends to send definitive copies of the Proxy
Statement to its stockholders on or about March 22, 2004, or such earlier time
as the Commission may authorize.
If you have any questions or require any further information, please
contact me at (617) 570-1572.
Very truly yours,
/s/ Scott F. Duggan
Scott F. Duggan
Enclosures
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
(Amendment No.)
Filed by the Registrant [X]
Filed by a Partyparty other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[ ] Definitive Proxy Statement
Commission Only (as permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ROGERS CORPORATION
---------------------------------------------------------------------------
(Name of Registrant as Specified Inin Its Charter)
N/A---------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
---------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
---------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set(Set forth the amount on
which the filing fee is calculated and state how it was
determined):
---------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------
(5) Total fee paid:
---------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:previously paid:
---------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
---------------------------------------------------------------
(3) Filing Party:party:
---------------------------------------------------------------
(4) Date Filed:
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TO ASSURE YOUR REPRESENTATION AT THE MEETING
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.Preliminary Copies
[LOGO] ROGERS
SINCE 1832
Rogers CorporationCORPORATION
One Technology Drive / 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 23,
1998,, 2004, at 10:30 A.M. in the Boardroom on the 26th
floor of Fleet National 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 a Boardthe members of Directorsthe 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 Corporation's 1998 Stock Incentive Plan.
3. To amendproposed amendment to the Corporation's Restated ArticlesBy-Laws of Organization,
as amended,Rogers Corporation
relating to increase the authorized Capital Stock, $1 par
value per share, to 50,000,000 shares.
4.retirement age of directors.
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 February
25,1998,March , 2004, the record date fixed by
the Boardboard of Directorsdirectors for such purpose.
YouRegardless 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 invitedinvite you to attend the meeting.
By Order of the Board of Directors
Robert M. Soffer, Clerk
March ___, 1998
[To be printed on the inside front cover]
PROXY STATEMENT TABLE OF CONTENTS
Page
Election of Directors (Proposal 1) 2
Stock Ownership of Management 3
Beneficial Ownership of More Than Five Percent 4
Board of Directors 5
Executive Compensation 6
Other Arrangements and Payments 14
Certain Relationships and Related Transactions 14
Proposal to Approve the 1998 Stock Incentive Plan
(Proposal 2) 15
Proposal to Authorize Additional Shares of Capital Stock
(Proposal 3) 20
Miscellaneous Matters 22
RETURN OF PROXY
Please complete, date, sign, and return the accompanying
proxy card promptly in the enclosed pre-addressed envelope even
if you plan to attend the Annual Meeting. Postage need not be
affixed to the enclosed envelope if mailed in the United States.
If you attend the Annual Meeting and vote in person, your proxy
will not be used. The immediate return of your proxy will be of
great assistance in preparing for the Annual Meeting and is
therefore urgently requested., 2004
Proxy Statement Table of Contents
Page
2 Proposal 1: Fixing Size of Board of Directors
3 Proposal 2: Election of Directors
5 Stock Ownership of Management
6 Beneficial Ownership of More Than Five Percent of Rogers Stock
7 Corporate Governance Practices
8 Board of Directors
8 Independence of Board of Directors
8 Meetings; Certain Committees
10 Directors' Compensation
11 Audit Committee Report
12 Executive Compensation
12 Summary Compensation Table
14 Option Grants in Last Fiscal Year
15 Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End Option Values
16 Retirement Plans
18 Equity Compensation Plan Information
19 Compensation and Organization Committee Report
22 Performance Graph
23 Termination of Employment and Change of Control Arrangements
23 Section 16(a) Beneficial Ownership Reporting Compliance
24 Proposal 3: Ratification of Appointment of Independent Auditors
26 Proposal 4: Approval of a By-Law Amendment
27 Proposals of Stockholders
27 Solicitation of Proxies
27 "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
Preliminary Copies
[LOGO] ROGERS
CORPORATION
One Technology Drive / P.O. Box 188 / Rogers, ConnecticutCT 06263-0188 / 860.774.9605
Proxy Statement - March __, 1998
This, 2004
We are providing you with this proxy statement is furnishedand the enclosed proxy card in
connection with the solicitation of proxies by the Boardboard of Directorsdirectors of Rogers
Corporation for the Annual Meeting of Stockholders to be held on Thursday,_____, April 23, 1998,,
2004, at 10:30 A.M. in the Boardroom on the 26th floor of Fleet National Bank (which at the time of the
annual meeting may be known as Bank of America), 777 Main Street, Hartford,
Connecticut.
StockholdersIf you are a stockholder of record as of the close of business on February
25, 1998,March , 2004,
you are entitled to vote at the meeting and any adjournment thereof. As of that
date, 7,591,730_______ shares of Capital Stock,capital stock, $1 par value per share, (the "Capital Stock"), of the CorporationRogers were
outstanding. StockholdersYou are entitled to one vote for each share owned. Execution of a
proxy will not in any way affect a
stockholder'syour 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 the
Corporation a written revocation,Rogers,
by executing a proxy with a later date, or by attending and voting at the
meeting.
If a properly executedyou sign your proxy is submitted and nocard, but do not give voting instructions, are
given, except as provided below, the proxy will
be voted: (1) FOR fixing the number of Directorsdirectors for the ensuing year at ten andnine,
(2) FOR the election of the nominees to the Boardboard of Directorsdirectors shown on
the next page under the
heading "NOMINEES FOR DIRECTOR" (except, (3) FOR the ratification of Ernst & Young LLP
as the independent auditors of Rogers Corporation for anythe fiscal year ending
January 2, 2005 and (4) FOR approval of the By-Law amendment relative to the
retirement age for directors.
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 or nominees asholding 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 whommember firms, brokers will
have discretionary authority is withheld),
FORto vote shares held in their name to fix the size
of the board and for the election of directors 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 Corporation's 1998 Stock Incentive Plan,
and FOR the amendment of the
Corporation's Restated Articles of
Organization, as amended, to increase the authorized Capital
Stock to 50,000,000 shares.
Abstentions will have the effect of beingCompany's By-Laws, votes may be cast for or against fixing the
number of Directors at ten and will have no effectsuch proposal or you may
abstain from voting on the outcome
of the vote forproposal. With regard to the election of Directors, but will havedirectors,
votes may be cast for all nominees or withheld from all nominees or any
particular nominee. Votes withheld in connection with the effectelection of being cast against the Proposal to approve the
Corporation's 1998 Stock Incentive Plan and the Proposal to amend
the Corporation's Restated Articles of Organization, as amended,
to increase the authorized Capital Stock to 50,000,000 shares,
even though the stockholder so abstaining intends a different
interpretation. Shares of Capital Stock held of record by
brokers who do not return a signed and dated proxyone or
more directors will not be considered presentcounted as votes cast for such individuals. Those
nominees receiving the nine highest number of votes at the meeting will not be
counted towards a
quorum and will not be voted in the election of Directors or on
Proposals 2 and 3. Shares of Capital Stock held of record by
brokers who return a signed and dated proxy but whoelected, even if such votes do not vote
on the election of Directors or on eitherconstitute a majority of the Proposals, will
count towards the quorum, but will count neither for nor against
the election of Directors or the Proposalvotes cast.
We do not voted, as the case
may be.
Noexpect any matters other than those set forth in the accompanying
Notice of Annual Meeting of Stockholders are expected 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 theretoto 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 stockholdersyou on
or about March __,1998., 2004. In addition, we are enclosing a copy of our 2003 annual
report.
1
PROPOSALProposal 1: ELECTION OF DIRECTORSFixing Size of Board of Directors
Purpose and Summary
The DirectorsBy-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 Corporationboard 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 Boardboard of Directorsdirectors has been
advised that each nominee will serve if elected. In the event thatIf 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 Directorsdirectors at a lesser number, as the
Boardboard of Directorsdirectors may recommend. All of the nominees are currently Directorsdirectors of
the CorporationRogers and were elected to their present term of office at the May 1997April 2003 Annual
Meeting of Stockholders, except for Mr. Diefenthal,Wachob, who has been nominated for Director for the
first time. NOMINEES FOR DIRECTOR
Age/Year
First Became Principal Occupations DuringMr. Boomer is scheduled to retire as Chairman of the Past
Name Director Five Years and Other Directorships
- -------------------------------------------------------------------------------
Leonid V. Azaroff 71/1976 Consultant; Professor Emeritus (1994),
Professor (1993), UniversityBoard of
Connecticut
Leonard M. Baker 63/1994 Vice President Technology, Praxair, Inc.
Harry H. Birkenruth 66/1964 Chairman (since March 31, 1997) and
prior to that President, Chief Executive
Officer, Rogers Corporation
Walter E. Boomer 59/1997 President, Chief Executive Officer,
Rogers Corporation (since March 31,
1997); President, Babcock & Wilcox Power
Generation Group and Executive Vice
President of McDermott International,
Inc., the parent corporation of Babcock
& Wilcox (February 1995 to October
1996), Senior Vice President of
McDermott International, Inc. (August
1994 to January 1995) and prior to that
a General in the U.S. Marine Corps from
1986; Director, Baxter International,
Inc.; Director, Taylor Energy Company
Edward L. Diefenthal 55 Vice Chairman, Chief Executive Officer,
Director, Southern Holdings, Inc.
Mildred S. Dresselhaus 67/1986 Institute Professor, Massachusetts
Institute of Technology
Donald J. Harper 70/1986 Retired ChairmanDirectors and Chief Executive Officer Insilco Corporation; Director,
Okay Industries, Inc.
Gregory B. Howey 55/1994 President, Director, Okay Industries,
Inc.
Leonard R. Jaskol 60/1992 Chairman, President, Director,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 Lydall, Inc.;
Director, Eastern Enterprises
William E. Mitchell 54/1994 Chief Executive Officer (since June
1996), President, Chief Operating
Officer (September 1995of Rogers Corporation and to
May 1996),
Director, Sequel, Inc.; President,
Director, Chief Executive Officer,
Nashua Corporation (October 1993appoint him to August 1995); prior to that Senior Vice
Presidentthe board of Raychemdirectors effective April 1, 2004. Therefore, with
the passage of time, and barring any unforeseen events, Mr. Wachob will assume
these additional positions, including becoming 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 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 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
recommendsDirectors must be elected by a vote FOR fixingplurality of the votes cast. This means those
nominees receiving the nine highest number of Directors forvotes at the ensuing year at ten (which requires approvalAnnual Meeting of
Stockholders will be elected, even if such votes do not constitute a majority of
the sharesvotes cast.
The board of Capital Stock present or represented
and entitled todirectors recommends a vote at the meeting) andFOR the election of the above named
nominees. Such individuals will be elected as
Directors upon approvalnominees to the board of a pluralitydirectors.
4
Stock Ownership of the votes cast at the
1998 Annual Meeting of Stockholders.
2
STOCK OWNERSHIP OF MANAGEMENT
The followingManagement
This table sets forthprovides information regardingabout the beneficial ownership of the Corporation's Capital StockRogers capital
stock as of February 1,
1998,March , 2004, by each of the current Directors, an individual being
nominated for Director for the first time,directors, the executive
officers named in the Summary Compensation Table (the "Named Executive
Officers") and by all Directors, the new nominee for Directordirectors and
the executive officers as a group. AmountUnless
otherwise noted, the persons listed below have sole voting and Nature of Beneficial Ownership - Shares of Capital Stock
Acquirable
Name of Person Currently Within 60 Percent
or Group Owned Days(1) Total (2) of Class (2)
- --------------------------------------------------------------------------
Leonid V. Azaroff 10,823 (3)(4) 1,985 12,808 *
Leonard M. Baker 2,017 1,851 3,868 *
Wallace Barnes (5) 4,151 1,985 6,136 *
Harry H. Birkenruth 83,903 88,646 172,549 2.25
Walter E. Boomer 1,062 - 1,062 *
Edward L. Diefenthal (6) - - - *
Mildred S. Dresselhaus 8,953 1,583 10,536 *
Donald J. Harper 2,000(4) 1,985 3,985 *
Aarno A. Hassell 14,717 39,533 54,250 *
Gregory B. Howey 3,153 715 3,868 *
Leonard R. Jaskol 4,151 1,985 6,136 *
Bruce G. Kosa 5,821 (3) 24,399 30,220 *
William E. Mitchell 1,717 1,851 3,568 *
Robert D. Wachob 8,754 (3) 51,466 60,220 *
Directors, Nominee for
Director and Executive
Officers as a Group
(18 persons) 157,081 274,583 431,664 5.50investment power
with respect to the shares reported.
Beneficial Ownership
-------------------------------
Total
Total Percent Stock
Name of Person or Group Shares (1) of Class (2) Interest (3)
- --------------------------------------------------------------------------------------------------------------------
Leonard M. Baker 43,258 * 43,258
Harry H. Birkenruth(4) 98,166 * 100,426
Walter E. Boomer 204,890 1.25 213,956
Robert C. Daigle 40,267 * 40,267
Edward L. Diefenthal 36,532 * 36,532
Gregory B. Howey 43,270 * 50,646
Leonard R. Jaskol 53,143 * 56,842
Bruce G. Kosa (5) 36,186 * 36,186
Eileen S. Kraus 13,980 * 17,142
William E. Mitchell (5) 35,441 * 35,441
Robert G. Paul 24,178 * 24,178
John A. Richie 66,752 * 66,752
James M. Rutledge 2,896 * 2,896
Robert D. Wachob (5) 223,999 1.37 223,999
All Directors and Executive Officers as a Group
(16 persons) 1,011,285 5.99 1,036,848
(1) Represents shares which may be acquired under stock options
exercisable within the 60 days immediately following
February 1, 1998.
(2) Represents the total number of currently owned shares and shares acquirable
within 60 days. The percentdays of class
representsMarch , 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/35,012;
Birkenruth/32,250; Boomer/171,662; Daigle/ 34,081; Diefenthal/32,632;
Howey/32,250; Jaskol/33,966; Kosa/22,798; Kraus/13,980; Mitchell/27,250;
Paul/18,064; Richie/52,866; Rutledge/0; Wachob/156,066; and the group of 16
individuals/706,142.
(2) Represents the percent of suchownership of total tooutstanding shares of capital
stock with the * indicating that the amount of ownership represents less
than 1% of outstanding capital stock.
(3) Includes total beneficial ownership plus the number of outstanding shares of Capital Stock.
(3) Dr. Azaroff,capital
stock that have been deferred pursuant to Rogers' compensation programs.
(4) Mr. Birkenruth is retiring from the board of directors as of the 2004
annual meeting of stockholders and is not seeking re-election.
(5) Messrs. Kosa, Mitchell and Mr. Wachob own, respectively, 400,
4,5008,552; 8,191 and
6,57460,432 shares included above as to which investment and voting power is
shared with others.
(4) Dr. Azaroff and Mr. Harper each deferred 718 sharesspouses.
5
Beneficial Ownership of 1994
stock compensation, which is not included above. Mr. Harper
also deferred 552 sharesMore Than Five Percent of 1995 stock compensation, 523
shares of 1996 stock compensation and 358 shares of 1997
stock compensation, which are not included above.
(5) Mr. Barnes will be retiring as a Director at the 1998 Annual
Meeting of Stockholders.
(6) Mr. Diefenthal is being nominated for Director for the first
time.
* Less than 1% of outstanding Capital Stock.
3
BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE
CORPORATION'S STOCK
The followingRogers Stock
This table sets forthprovides information regarding beneficial ownership as of December
31, 2003 of each person known to the CorporationRogers to own more than 5% of theits outstanding
Capital Stock.capital stock. The information in thethis table is based solely upon filings by each such
person with the Securities and Exchange Commission on Schedule 13G (including
amendments) under the Securities Exchange Act of 1934, as amended. Shares Percent
NameUnless
otherwise noted, the beneficial owners have sole voting and Address Beneficially of
of Beneficial Owner Owned Class
- --------------------------------------------------------------
Capital Research and 670,000 8.8
Management Company (1)
333 South Hope Street
Los Angeles, California 90071
President and Fellows of Harvard
College 409,362 5.4
c/o Harvard Management Company, Inc.
600 Atlantic Avenue
Boston Massachusetts 02210
State Farm Mutual Automobile 400,000 5.3
Insurance Company
One State Farm Plaza
Bloomington, Illinois 61710
Westport Asset Management, Inc.(2) 1,071,300 14.1investment 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) 1,606,800 9.9
333 South Hope Street
Los Angeles, California 90071
Lord, Abbett & Co. 1,335,956 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, CA 90025
Westport Asset Management, Inc. (4) 1,974,100 12.2
253 Riverside Avenue
Westport, Connecticut 06880
(1) As of the record date, March , 2004.
(2) Capital Research and Management Company, a registered investment advisor,
and an operating subsidiary of The
Capital Group Companies, Inc., acts ashas investment advisor to
various investment companies and in connection therewith
exercises investment discretionpower with respect to all of the shares reported. The Capital Group Companies,listed above.
SMALLCAP World Fund, Inc. may be deemed
to have, an investment discretion with respect to the shares
reported, but neither The Capital Group Companies, Inc. norcompany which is advised by
Capital Research and Management Company, havehas sole voting power with respect
to 856,800 of the power to
direct the voteshares listed above. Capital Research and Management
Company disclaims beneficial ownership of all such shares.
(2)(3) 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.
(4) Westport Asset Management, Inc., a registered investment advisor, has sole
voting and investment power with respect to 111,900164,800 of the shares listed
above, has shared voting power with its affiliate Westport Advisers LLC
with respect to 1,232,300 of the shares listed above, and has shared
voting
and investment power with respect to 1,809,300 of the other 959,400
shares.shares listed above. All
shares are held in certain discretionary managed accounts, except for 111,900 shares which are owned
by officers and stockholders ofaccounts. Westport Asset
Management, Inc. 4disclaims beneficial ownership of all such shares.
6
Corporate Governance Practices
Rogers has long subscribed to sound corporate governance practices. Such basic
principles are summarized below and Appendix A contains Rogers' corporate
governance guidelines.
-- The board of directors is accountable to stockholders. Its primary
purpose is to oversee management and to assure that the long-term
interests of the stockholders are being served.
-- All directors stand for election annually.
-- Rogers' board of directors has determined that 7 of its 9 nominees for
director, representing a substantial majority of the board, are
independent. Rogers corporate governance guidelines require that a
majority of the board be independent.
-- The: (i) Audit, (ii) Compensation and Organization and (iii)
Nominating and Governance Committees consist solely of independent
directors. 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".
-- The board of directors regularly meets in executive session and there
is a "lead director".
-- The board of directors annually evaluates its own performance. Each of
the 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.
-- 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.
-- 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.
7
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
The Board of Directors
The Rogers board of the Corporation, whichdirectors held sixnine meetings during 1997,2003. The board of
directors has sixfive regular committees, including an Audit Committee, a
Compensation and Organization Committee and a Nominating and Governance
Committee. All Directorsdirectors attended more than 75 percent in the aggregate of the
total number of meetings in 19972003 of the Boardboard and the committees on which each
such Directordirector 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 twofour formal meetings in 1997,2003. The Audit Committee has
functions that include appointing, terminating, evaluating, and has among its
functions, making recommendations with respect tosetting the
selectioncompensation of the independent auditors of the Corporation,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 the
Corporation'sRogers accounting, financial and operating
controls. Dr.
AzaroffMr. Paul is the chairperson of the Audit Committee, with Dr. BakerMr. Howey and
Mr. JaskolMs. Kraus as members. The board of directors has determined that each of these
individuals is "independent" 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 an "Audit Committee
Financial Expert" in accordance with the standards established by the SEC. As
part of Rogers overall evaluation of its existing corporate governance practices
following adoption of the NYSE's corporate governance listing standards, the
Audit Committee's charter was amended. This amended charter is attached to this
proxy statement as Appendix B.
Compensation and Organization Committee
The Compensation and Organization Committee held fourfive meetings in 1997, and2003. This
committee has among its 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
Chairman's and the President'sCEO's compensation and considers and, if appropriate, approves or
disapproves the President'sCEO's
recommendations with respect to the compensation of executive officers who
report to the President.
Mr. Barneshim. Ms. Kraus is chairperson of the Compensation and Organization
Committee, with Messrs. HarperMitchell and JaskolPaul as members. The 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 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 1997,2003. This
committee has functions that include developing and has among its functions,recommending to the board of
directors criteria for board and committee membership, reviewing the
qualifications of candidates for Director,director, nominating incumbent Directorscandidates for reelection,election to
the board of directors, overseeing the Company's corporate governance policies
and practices, developing and recommending to the board of directors corporate
governance guidelines, evaluating the performance of the Chief Executive
OfficerCEO, and at least
yearly conductingoverseeing a review of the performance of the Boardboard of Directors.directors and its
committees. Mr. MitchellJaskol is the chairperson of the Nominating and Governance
Committee, with Dr. AzaroffBaker and Messrs. Barnes, BirkenruthMr. 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 BoomerGovernance Committee
charter may be obtained from Rogers at no charge as members.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 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
Corporation.Nominating and Governance Committee, nor any minimum criteria for consideration
of a proposed candidate for nomination to the board of directors have been
adopted.
9
DIRECTORS' COMPENSATION
For 1997,2003, each Directordirector who was not an employee of the
CorporationRogers earned an annual
retainer of $13,500, $1,200$18,000, plus $1,260 for each Boardboard meeting attended and $1,400$1,500 or
$950$1,000 for each committee meeting attended, the amount varying by capacity as
chairperson or as a member. PursuantFees 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 1994Company'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 CompensationIncentive Plan, the retainer fee for non-employee Directors will bedirectors
is paid semi-annually in shares of the Corporation's Capital Stock,Rogers capital stock, with the number of
shares of stock granted based on itstheir then fair market value. Stock options are
also are granted to non-employee Directorsdirectors twice a year. The
number ofIn 2003, such semi-annual
stock option grants were for 2,250 shares each, and in each six-month period for which stock options
are granted is determined by dividing $6,750 (half of the annual
non-employee Director retainer fee at the time the plan was
established) byboth cases with an
exercise price equal to the fair market value of a share of the
Corporation's Capital StockRogers capital stock
as of the date of grant. Existing
stockSuch options issued under this plan are immediately exercisable within a
period ofand expire ten
years from the date of grant.
No further stock grants
or stock option grants will be made to non-employee Directors
pursuant to the 1994 Stock Compensation Plan if stockholders
approve the 1998 Stock Incentive Plan as described in Proposal 2.
Pursuant to the Corporation'sUnder 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 2003. He was paid a total of
$11,200.00 for such services.
10
AUDIT COMMITTEE REPORT
The Audit Committee oversees Rogers' financial reporting process on behalf of
the Corporation's Capital Stock.
5Board 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; the reasonableness of significant
judgments; and the clarity of disclosures in the financial statements.
The Audit Committee discussed with Ernst & Young LLP, Rogers' 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
Rogers' 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, including the matters in the
written disclosures 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 Rogers independent auditors and the
persons responsible for the internal audit function the overall scope and plans
for their respective audits. The Audit Committee meets with the 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 Rogers' internal controls, and the overall quality of Rogers'
financial reporting. The Audit Committee held four formal meetings during 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 28, 2003 for filing with the Securities and Exchange
Commission. The Audit Committee has approved the appointment of Ernst & Young
LLP as Rogers' independent auditors for fiscal year 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
11
EXECUTIVE COMPENSATIONExecutive Compensation
The tables, graph and narrative on pages 612 through 1322 of this Proxy Statementproxy statement
set forth certain compensation information about the Corporation'sRogers' Chief Executive Officer
and its other fourfive most highly compensated executive officers as of the last
completed fiscal year.
The Corporation does not presently have any Long-
Term Incentive Plans and did not reprice any stock options (as
defined by the executive compensation reporting rules of the
Securities and Exchange Commission). Therefore, no corresponding
tables are provided.
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
Other Stock All
Name and Annual Options Other
Principal Compen- (Number Compen-
Position Year Salary Bonus(1) sation(2) of Shares) sation(3)
Walter E. Boomer(4) 1997 $237,500 $178,635 $ 515 50,000 $24,816
SUMMARY COMPENSATION TABLE
Long-Term
Compensation
Annual Compensation Awards
--------------------------------------- ------------
Other Stock All
Annual Options Other
Name and Principal Compen- (Number of Compen-
Position Year Salary Bonus (2) sation (3) Shares) sation (4)
- ---------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 2003 $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
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
Operating Officer 2001 255,228 966 18,000 11,598
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
Finance and CFO 2001
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
Technology 2001 164,712 487 12,800 11,432
(1) Mr. Rutledge joined Rogers as Vice President, Finance and Chief ExecutiveFinancial
Officer Harry H. Birkenruth 1997 347,683 520,030 4,710 - 36,131
Chairman of the 1996 330,692 231,700 4,275 30,000 35,964
Board of Directors 1995 308,942 304,920 3,455 35,000 23,002
Robert D. Wachob 1997 192,954 158,589 273 15,000 6,170
Seniorduring 2002. During 2003, Mr. Kosa ceased being Vice President,
1996 170,692 85,000 107 12,000 5,531
SalesTechnology and Marketing 1995 152,019 105,758 10 15,000 2,400
Aarno A. Hassell 1997 156,020 54,135 2,000 10,459was succeeded in such position by Mr. Daigle. As a result,
during 2003, Mr. Kosa, who assumed the title of Sr. Vice President,
1996 149,885 45,000 3,000 9,703
Market Development 1995 141,231 60,000 6,000 8,606
Bruce G. Kosa 1997 129,320 89,485 4,500 3,722
Vice President, 1996 122,769 49,800 4,000 3,000
Technology 1995 115,038 55,000 7,000 2,400
The footnotes for this table are on the next page.
6
(1)and continues to be employed as an officer of Rogers, ceased to
be an executive officer.
(2) For 1997, all2002, amounts include bonuses earned pursuant to the
Corporation'sRogers Annual
Incentive Compensation Plan (the "Annual Incentive Plan") and the Long-Term
Enhancement Plan Forfor Senior Executives of Rogers Corporation (the
"Enhancement Plan"). For 1995Overall corporate performance did not meet targeted
levels for 2001, and 1996, all amounts relate only to bonuses underas a result, none of the Annual
Incentive Plan.Named Executive Officers
earned a bonus for 2001.
(footnotes continued on following page)
12
The Enhancement Plan was adopted in 1997 to indirectly supplement the
retirement benefit provided to senior management. In general, payments made pursuant to the
Enhancement Plan equal 10% of bonuses earned pursuant to the
Annual Incentive Plan. Enhancement Plan payments
are made in shares of Rogers capital stock. In general, the Corporation's Capital Stock, except for those individuals
retiring in 1998 who receive cash payments. 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. Payments
in Capital StockSuch payments are valued atbased on an average closing price of
the Capital Stock. In addition, certain individuals will
receive, over time, retroactive paymentscapital stock. The next paragraph describes the specific amounts earned
under the Enhancement Plan by each of the Named Executive Officers for
bonuses earned since 1993.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 and the
year to which the enhancement payment relates)shares): Mr. Boomer -
415791 shares/$16,290/1997;20,255; Mr. Wachob - 224401 shares/$8,500/1996
and 34810,261; Mr. Rutledge - 222
shares/$13,628/1997;5,670; Mr. HassellDaigle - 11978 shares/$4,500/1996 and 1151,993; Mr. Richie - 166
shares/$4,500/19974,237 and Mr. Kosa -
131-170 shares/$4,980/19964,340. No bonuses were earned for
2001 and 196 shares/$7,674/1997.hence there were no related Enhancement Plan payments. The
valuationvaluations in the table is, however,are based upon the closing price of the Capital Stockcapital
stock on February 24, 199827, 2003 ($39.19)27.78) in the case of payments made for 1996, and on February 26, 1998
($38.88) in the case of payments made for 1997. Mr.
Birkenruth, who is scheduled to retire in 1998, received the
following cash payments (dollar amounts followed by the year
to which they relate): $49,099/1993; $28,066/1994;
$36,895/1995; $23,170/1996 and $34,800/1997. If an employee
participating in the Enhancement Plan transfers any shares of
Capital Stock received thereunder, the employee will not be
entitled to any future awards under the Enhancement Plan.
(2)2002.
(3) 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 Named Executive Officer. Theindividual. All amounts
shown, including the de minimis amounts, reflect the reimbursement of taxes
on nonqualifiednon-qualified defined benefit pension plan accruals.
(3)(4) Amounts shown for 1997 include2003 include: (i) the Corporation'sRogers matching contributions to the
Rogers Employee Savings and Investment Plan, a 401(k) plan of $3,200 for- Messrs.
Boomer, Wachob, Rutledge, Daigle and Richie each Named Executive
Officer;received $5,000, while Mr.
Kosa received $4,431, (ii) matching contributions under the Corporation's
nonqualifiedRogers'
non-qualified deferred compensation plan for Messrs. Boomer, Birkenruth, Wachob and
Rutledge of $12,784; $6,437 and $2,619, respectively, (iii) Rogers payment
of life insurance premiums for Messrs. Boomer, Rutledge, Daigle, Richie and
Kosa of $2,747; $9,000; $2,970$10,431; $7,217; $2,009; $3,665 and $522, respectively; (iii)$4,636, respectively, (iv)
relocation expenses for Mr. Daigle of $31,649 and (v) a patent award for
Mr. Kosa of $867. Amounts for 2002 and 2001 include similar matching
contributions by Rogers for deferrals made under the Corporation's payments on
executive owned whole life insurance policies401(k) plan and the
non-qualified deferral plan.
13
OPTION GRANTS IN LAST FISCAL YEAR
Individual Grants (1)
------------------------------------------------- Potential Realizable
% of Total Value at Assumed
Number of Options Exercise Annual Rates of Stock
Securities Granted to Price Price Appreciation
Underlying Employees Per Expiration For Option Terms (2)
Options in Fiscal Yr. Share Date ----------------------------
Name 5% 10%
- -------------------------------------------------------------------------------------------------------------------
Walter E. Boomer 30,000 7.2% $38.53 10/29/13 $ 726,939 $1,842,207
Robert D. Wachob 2,595 0.6% 38.53 10/29/13 62,880 159,351
52,405 12.6% 38.53 10/29/13 1,269,842 3,218,028
James M. Rutledge 5,190 1.2% 38.53 10/29/13 125,760 318,702
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 5,000 1.2% 38.53 10/29/13 121,157 307,034
(1) The 10/29/03 stock option grants for Messrs. BirkenruthBoomer and Hassell of $5,287 and $1,741, respectively and
(iv) "above-market" interest earned on deferred compensation
to the extent the rate of interest exceeds 120% of the
applicable federal long-term rate, amounting to $18,644 and
$5,518 for Messrs. Birkenruth and Hassell, respectively. For
Mr. Boomer, the amount shown also includes $18,869 for
temporary living expenses while he was relocating to
Connecticut after he commenced employment as President and
Chief Executive Officer of the Corporation.
(4) Mr. Boomer joined the Corporation on March 31, 1997 as
President and Chief Executive Officer.
7
STOCK OPTION GRANTS IN LAST FISCAL YEAR
% of Total
Number of Options Exercise
Securities Granted to Price
Underlying Employees in Per Expiration Grant Date
Name Options (1) Fiscal Year Share Date Present Value(2)
- --------------------------------------------------------------------------------
Walter E. Boomer 30,000 14.6% $27.94 03/31/07 $455,700
20,000 9.8 45.00 10/27/07 469,600
Harry Birkenruth - - - - -
Robert D Wachob 15,000 7.3 45.00 10/27/07 352,200
Aarno A. Hasse ll2,000 1.0 45.00 10/27/07 46,960
Bruce G. Kosa 4,500 2.2 45.00 10/27/07 105,660
(1) These stock options become
exercisable in one-third increments on the second, third, and fourth
anniversary dates of the grant. Mr. Wachob's 10/29/03 stock option grant
unlessfor 2,595 shares becomes exercisable on 1/1/08. Mr. Wachob's 10/29/03 stock
option grant for 52,405 shares becomes exercisable as follows: 18,333
shares each on the second and third anniversary dates of the grant; and
15,739 shares on the fourth anniversary of the grant date. Mr. Rutledge's
10/29/2003 stock option grant for 5,190 shares becomes exercisable as
follows: 2,595 shares on 10/29/2007 and the remainder on 1/1/2008. Mr.
Rutledge's 10/29/2003 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; and 2,810 shares on the fourth anniversary
of the grant date. Mr. Daigle's 10/29/2003 stock option grant for 6,015
shares is exercisable as follows: 2,595 shares each on the third and fourth
anniversary dates of the grant; and 825 shares on 10/29/2005. Mr. Daigle's
10/29/2003 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 10/29/2005. Mr. Richie's 10/29/2003 stock option grant
for 1,800 shares becomes exercisable on 10/29/2007. Mr. Richie's 10/29/2003
stock option grant for 16,200 shares becomes exercisable as follows: 6,000
shares each on the second and third anniversary dates of the grant; and
4,200 shares on the fourth 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'
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 the Corporation,Rogers, in which case the stock options will become immediately
exercisable in full. Thesefull as is the case for Mr. Boomer's options on his planned
retirement date of April 1, 2004. All stock options may expire ten years afterearlier than
the date of grant, or earlierlisted due to termination of employment, death, or retirement. (2) Black-Scholes Assumption Disclosure
The estimated grant date present values reflected in the
above table are determined by using the Black-Scholes model.
The March 31, 1997 grant of 30,000 shares to Mr. Boomer at an
exercise price of $27.94 per share is hereinafter referred to
as the "March Grant" and the other grants are hereinafter
referred to as the "October Grants". The material
assumptions and adjustments incorporated into the Black-
Scholes model in estimating the valueall of thethese stock options reflected in the above table include the following:
- An exercise price of $27.94 for the March Grant and
$45.00 for the October Grants, in both cases, equal towas based on the fair market
value of the underlying Capital Stocka share of Rogers capital stock as of the date of grant;
- An option term of ten years;
- An interestgrant date.
(2) Potential realizable value is based on an assumption that the Rogers stock
price appreciates at the annual rate of 6.69 percent for the March Grant
and 6.03 percent for the October Grants, in both cases,
representing the interest rate on a U.S. Treasury
security onshown (compounded annually) from the
date of grant with a maturity date
corresponding to thatuntil the end of the stock option term;
- Volatilityterm. The hypothetical
future values reflected in this table represent assumed rates of
24.31 percent forappreciation only. These rates are set by the March Grantrules of the Securities and
24.54 percent for the October Grants, in both cases,
calculated using dailyExchange Commission. Actual gains, if any, on stock prices for the one-year
period prioroption exercises and
stock holdings are dependent on many factors, including but not limited to,
the grant date;future performance of Rogers stock and - Dividends atoverall stock market conditions.
There can be no assurance that the rate of $0.00 per share, representing
the annualized dividends paid with respect to a share
of Capital Stock at the date of grant.
The ultimate values of the optionsamounts reflected in this table will depend on the future
market price of the Corporation's Capital Stock, which cannot
be
forecast with reasonable accuracy. The actual value, if
any, an optionee will realize on exercise of an option will
depend on the excess of the market value of the Corporation's
Capital Stock over the exercise price on the date the option
is exercised.
8achieved.
14
AGGREGATED OPTION EXERCISES DURINGIN THE LAST FISCAL 1997YEAR AND
FISCAL YEAR-END OPTION VALUES
Number of Value of Unexercised
Shares Number of In-The-Money
Acquired Unexercised Options Options at Options
Upon Value at Fiscal Year-End Fiscal Year-End (2)
Name Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- ---------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------
Walter E. Boomer - $ - - 50,000 $ - $290,550
Harry H. 16,341 474,215 98,525 63,334 2,496,867 875,893
Birkenruth63,530 $1,509,029 170,488 156,666 $3,582,034 $2,200,814
Robert D. Wachob 1,400 36,750 51,466 40,334 1,340,851 346,493
Aarno24,600 618,776 176,066 177,834 4,400,376 1,323,580
James M. Rutledge 49,000 544,220
Robert C. Daigle 4,200 92,688 34,081 41,919 834,000 409,009
John A. Hassell 8,800 257,736 39,533 11,667 1,066,208 144,362Richie 52,866 37,834 939,756 414,960
Bruce G. Kosa 2,500 66,238 24,399 15,501 610,301 158,709
Defined as the difference between the closing price of the
Capital Stock and the exercise price of the option at time of
exercise.
Defined as the difference between the closing price of the
Capital Stock16,900 256,391 35,266 19,864 344,280 254,513
(1) 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.
(2) 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.
915
RETIREMENT PLANS
The Pension Plan Table below reflects estimated annual benefits payable at age
65, ("the normal retirement age")age, at various compensation levels and years of
service pursuant to the
Corporation'sRogers' non-contributory defined benefit pension plans for
domestic salaried employees.
ANNUAL PENSION BENEFITS
Years of Service(1)(2)
----------------------------------------------------------------------
Final
Average
Earnings
(3) 5 years 10 years 15 years 20 years 25 years 30 years 35 years 40 years
- --------------------------------------------------------------------------------
$100,000 $ 7,820 $15,650 $23,470 $ 31,300 $ 39,120 $ 46,950 $ 49,300 $ 51,640
125,000 10,120 20,230 30,350 40,470 50,580 60,700 63,730 66,770
150,000 12,410 24,820 37,220 49,630 62,040 74,450 78,170 81,890
175,000 14,700 29,400 44,100 58,800 73,500 88,200 92,610 97,020
200,000 16,990 33,980 50,970 67,970 84,960 101,950 107,050 112,140
225,000 19,280 38,570 57,850 77,130 96,420 115,700 121,480 127,270
250,000 21,570 43,150 64,720 86,300 107,870 129,450 135,920 142,390
275,000 23,870 47,730 71,600 95,470 119,330 143,200 150,360 157,520
300,000 26,160 52,320 78,470 104,630 130,790 156,950 164,800 172,640
325,000 28,450 56,900 85,350 113,800 142,250 170,700 179,230 187,770
350,000 30,740 61,480 92,220 122,970 153,710 184,450 193,670 202,890
- --------------------------------------------------------------------------------
Annual Pension Benefits (1) (2) (3)
Final Average Years of Service
-----------------------------------------------------------------------------------------------------
Earnings (4) 5 years 10 years 15 years 20 years 25 years 30 years 35 years 40 years 45 years
- -------------------------------------------------------------------------------------------------------------------
$125,000 $10,070 $20,140 $ 30,210 $ 40,280 $ 50,350 $ 60,420 $ 63,540 $ 66,670 $ 69,790
150,000 12,260 24,510 36,770 49,030 61,290 73,540 77,290 81,040 84,790
175,000 14,440 28,890 43,330 57,780 72,220 86,670 91,040 95,420 99,790
200,000 16,630 33,260 49,900 66,530 83,160 99,790 104,790 109,790 114,790
225,000 18,820 37,640 56,460 75,280 94,100 112,920 118,540 124,170 129,790
250,000 21,010 42,010 63,020 84,030 105,040 126,040 132,290 138,540 144,790
275,000 23,190 46,390 69,580 92,780 115,970 139,170 146,040 152,920 159,790
300,000 25,380 50,760 76,150 101,530 126,910 152,290 159,790 167,290 174,790
325,000 27,570 55,140 82,710 110,280 137,850 165,420 173,540 181,670 189,790
350,000 29,760 59,510 89,270 119,030 148,790 178,540 187,290 196,040 204,790
375,000 31,940 63,890 95,830 127,780 159,720 191,670 201,040 210,420 219,790
400,000 34,130 68,260 102,400 136,530 170,660 204,790 214,790 224,790 234,790
425,000 36,320 72,640 108,960 145,280 181,600 217,920 228,540 239,170 249,790
450,000 38,510 77,010 115,520 154,030 192,540 231,040 242,290 253,540 264,790
475,000 40,690 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
(1) Benefits are calculated on a straightsingle life annuity basis and
such amounts are reduced by offsets for estimated applicable
Social Security benefits.basis.
(2) Federal law limits the amount of benefits payable under tax qualified
plans, such as the Rogers Corporation Defined Benefit Pension Plan. The CorporationRogers
has adopted a nonqualifiednon-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 same as thatamount calculated under the
Corporation'sRogers' 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.
(3) Rogers also maintains a Supplemental Executive Retirement Agreement with
Mr. Boomer who is currently 65 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 terminated for
(footnotes continued on following page)
16
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-competition provision, Rogers may stop making payments under
the agreement to him.
(4) 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, whether or not deferred under a deferral
plan, and such amountfor 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 Summaryevent 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 Tableand Organization Committee of the Board
of Directors, including Mr. Rutledge, will also include bonuses paid before
January 1, 2004. If there is substantiallya change in control of Rogers, the Pension
Restoration Plan provides that benefits payable under such plan shall be
reduced to an amount covered for 1997 forso that such benefits would not constitute so-called
"excess parachute payments" under applicable provisions of the individuals
named.Internal
Revenue Code of 1986. The five-year average earnings for the named
executive officers (othersuch individuals,
other than for Mr. Boomer)Rutledge, and their estimated years of credited service are:
Mr. Birkenruth,
$296,122Boomer, $433,056 and 387 years; Mr. Wachob, $158,366$270,556 and 1521 years; Mr.
Hassell, $142,366Daigle, $154,409 and 3616 years; Mr. Richie, $153,748 and 27 years and Mr.
Kosa, $114,720$164,128 and 3541 years. In the case of Mr. Boomer,Rutledge, earnings for
calculating his pension would currently be based on an annual salaryaverage earnings of
$325,000$219,973 and one yearthree years of service.
17
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 28,
2003, the end of the company's fiscal year.
Equity Compensation Plans
As of December 28, 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
Rogers Corporation 1994 Stock 53,967 $26.25 45,433
Compensation Plan
Rogers Corporation 1998 Stock Incentive Plan 298,139 $17.57 13,484
Rogers Corporation Global Stock Ownership
Plan For Employees 1,153,139 $27.64 86,726
- ------------------------------------------------------------------------------------------------------------------------------------
Equity Compensation Plans Not Approved by Security
Holders
Rogers Corporation 1990 Stock Option Plan (1) 1,024,696 $27.75 421,218
Long-Term Enhancement Plan for Senior Executives of
Rogers Corporation (2) 111,771
- ------------------------------------------------------------------------------------------------------------------------------------
Total 2,529,941 $26.47 1,126,248
- ------------------------------------------------------------------------------------------------------------------------------------
(1) 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 20
of this proxy statement for further details on Rogers' stock options.
(2) 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 12 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.
18
COMPENSATION AND ORGANIZATION COMMITTEE REPORT
This report is submitted by the Compensation and Organization Committee of the
Corporation'sRogers Corporation Board of Directors (the
"Committee").Directors. This Committeecommittee report describes the
components of the Corporation'sRogers executive officer compensation programs for 19972003 and the
basis on which compensation determinations were made with respect to the
executive officers of the Corporation.Rogers.
Compensation and Organization Committee Interlocks and Insider Participation
The Corporation'sRogers executive compensation program is administered by the Compensation and
Organization Committee of the Board of Directors, composed of three independent
non-employee Directorsdirectors who have no "interlocking" relationships
10
as defined by
the Securities and Exchange Commission. The Committeecommittee members are: Wallace Barnes (ChairpersonEileen S.
Kraus (chairperson of the Committee)committee), Donald J. Harper,William E. Mitchell, and Leonard R. Jaskol.Robert G. Paul.
Philosophy
The executive compensation philosophy is to align such compensation with the
long-term success of the CorporationRogers and increases in stockholder value, and to attract,
retain, and reward executive officers whose contributions are critical to the
long-term success of the Corporation.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 the CorporationRogers 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
and the grant of stock options.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.
Base Salaries
The Committee establishes salary rangescommittee reviews salaries for executives by
reviewing positions with similar responsibilities in
the marketplace. The Corporation obtains information on such
positions formarketplace from a broad spectrum of manufacturing companies fromin a wide range
of industries through published national executive compensation survey data. The data includes a substantial number
of companies beyond those reflected in the Performance Graph on
page 13.
Salary adjustments are determined by considering merit increases generally being
offered in the aforementioned marketplace, achievement of annual financial and
other objectives by the
CorporationRogers 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 Corporationcommittee allows the
factors to change to adapt to various individual, business, economic, and
marketplace conditions as they arise. The Committeecommittee is responsible for approving
salary increases for the CEO and recommendations for salary increases made by
the PresidentCEO for the elected corporate officers whothat report to the President.him.
19
Annual Bonuses
The Annual Incentive Compensation Plan has target bonuses of 50% of base salary
for the Chairman and for the President,CEO, and between 20% and 40% for the other executive officers, including
the other Named Executive Officers. 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 the CorporationRogers (Net Income Per Share) and each division
(Controllable Cash(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% to 80% for the Named Executive Officers. For fiscal 1997,2003 overall corporate
performance exceeded targeted levels and, as a result, all of the Named
Executive Officers received bonuses.
In 1997,a bonus.
Special Bonus
Based on the Corporation conductedexceptional 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
indirectly supplement the retirement benefits of such
individuals. In general, enhancement payments are made in
Capital Stockall Rogers' employees. The majority
of the Corporation and are equalspecial bonus went to 10%the employees of the bonuses described inAdvanced 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 preceding paragraph.Special Bonus totaled approximately $140,000.
Stock Options
Each year, the Committeecommittee considers awards of stock options to key personnel.
Stock options are the Corporation'sRogers' primary long-term incentive vehicle. In recent yearsUsually all
senior management personnel, including executive officers, (except the Chairman
11
who received no award in 1997) have beenare 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, salary,
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 Corporationcommittee does not assign
specific weights to these criteria. The options
allOptions generally have an exercise price
equal to at least the fair market value of the Corporation'sRogers stock as of the date of grant.
TheseRegular options generally have a ten-year life (however, earlier termination is
provided for retirees and others whose employment terminates
prior to retirement) andgenerally 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.
In fiscal 1997,2003, stock options for a total of 205,050416,100 shares were granted to
employees, of which 71,500155,000 shares were granted to the Named Executive Officers
and 28,00018,000 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 option 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.
20
Chief Executive Officer Compensation
Effective on March 31, 1997, Walter E. Boomer was elected
President, Chief Executive Officer and a DirectorIn February of 2003, the Corporation. To attract an executive of this caliber, the
Corporation provided Mr. Boomer with a base salary of $325,000
per year, subject to such increases as may becommittee approved by the
Committee. In connection with his selection to these positions
Mr. Boomer was also granted options for 30,000 shares of the
Capital Stock, exercisable at $27.94 per share, the fair market
value as of the date of grant. In October 1997, he was also
granted an option for 20,000 shares of Capital Stock with an
exercise price of $45.00 per share, the fair market value as of
the date of the grant. This October award was a regular annual
stock option grant and was based on the aforementioned stock
option criteria. Mr. Boomer is a participant in the
Corporation's Annual Incentive Compensation Plan and for 1997
received a bonus equal to 50% of his annualized base salary
pursuant to this plan.
Harry H. Birkenruth was President and Chief Executive Officer of
the Corporation until March 31, 1997, when be became Chairman of
the Board of Directors. At the beginning of 1997 he received a salary increase of $17,000 (5.1%$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 onby his previous salary level and his continued contributions to
Rogers' success. He also received a stock option for 30,000 shares of Rogers
stock exercisable at $38.53 per share, the Corporation's success. Mr. Birkenruth continues to be a senior
executivefair market value of such stock as of
the Corporation and as such,grant date. This grant was based on the aforementioned stock option
criteria. Mr. Boomer is a participant in theRogers Annual Incentive Compensation
Plan. HisPlan and for 2003 received a bonus of $527,109, which is approximately 110% of
his annualized base salary pursuant to thisthe plan for 1997 was equal to 100% of his base salary as a result ofand the Corporation exceeding its performance target.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 the Corporation'sRogers taxable year to $1
million, unless certain requirements are met. The Committeecommittee has considered the
impact of this tax code provision and has determined that there is little
likelihood that the CorporationRogers would pay any amounts in 19982004 that would result in the
loss of a Federal tax deduction under Section 162(m). Accordingly, the Committeecommittee
has not recommended that any special actions be taken or any plans changed at
this time.
Compensation and Organization Committee: Wallace Barnes,Eileen S. Kraus, Chairperson
Donald J. Harper,William E. Mitchell, Member
Leonard R. Jaskol,Robert G. Paul, Member
1221
PERFORMANCE GRAPH
The following graph compares the cumulative total return on the
Corporation's Capital StockRogers capital stock
over the past five fiscal years with the cumulative total return on the Standard
& Poor's (S&P)
Industrials Index (S&P Industrials) and the HambrechtS&P SmallCap 600 Electronic
Equipment & Quist Total Return
TechnologyInstruments Index (H&Q Technology)(S&P 600 Electr Eqp & Instru). The American Stock Exchange
High Technology Index (Amex High Technology) was discontinued by
the American Stock Exchange, Inc. at the end of 1996 and
therefore, information for this index is shown for only four
years through the end of fiscal year 1996. For purposes of this
graph, the Corporation is replacing the Amex High Technology
index with the H&Q Technology index. Cumulative total
return is measured assuming an initial investment of $100 on January 3, 1993,1999 and
the reinvestment of dividends as of the end of the
Corporation'sRogers' fiscal years.
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
GRAPH APPEARS HERE
Fiscal Year Ends
-----------------------------------------------------
1/3/93 1/2/94 1/1/95 12/31/95 12/29/96 12/28/97
- -------------------------------------------------------------------------
Rogers Corporation $100 $187 $355 $311 $386 $538
S&P Industrials 100 109 113 151 189 235
H&Q Technology 100 117 141 211 266 294
Amex High Technology 100 111 107 166 181 N/A
(Textual description
Fiscal Year Ends 1/3/99 1/2/00 12/31/00 12/30/01 12/29/02 12/28/03
- -------------------------------------------------------------------------------------------------------------------
ROGERS CORPORATION $100 $128 $275 $206 $154 $295
S&P INDUSTRIALS 100 126 105 94 71 89
S&P 600 ELECTR EQP & INSTRU 100 175 155 123 89 133
22
Termination of performance graph for EDGAR transmission
- - the chart compares the performanceEmployment and Change of the Corporation's Capital
Stock over a five-year period to the S&P Industrials Index and
the Hambrecht & Quist Total Return Technology Index and over a
four-year period to the Amex High Technology Index, as reflected
in the numerical data under the chart, with $100 representing the
invested value in the Corporation's Capital Stock and the three
indices at January 3, 1993.)
13
OTHER ARRANGEMENTS AND PAYMENTS
The Corporation'sControl 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
the Corporation,Rogers, except in the case of the executive officers of the CorporationRogers 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 the CorporationRogers on three years'years
notice. Each of Messrs. Birkenruth, Hassell andMr. 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 the Corporation,Rogers,
other than for cause, severance pay will equal one year of annual base salary
including all employee benefits.
The Boardboard of Directorsdirectors determined that it would be in the best interests of
the CorporationRogers to ensure that the possibility of a change in control of the CorporationRogers would not
interfere with the continuing dedication of the Corporation'sRogers executive officers to their
duties to the CorporationRogers and its stockholders. Toward that purpose, the CorporationRogers has
agreements with all currentNamed Executive Officers as well as other elected officers
of the Corporation, including the Named
Executive Officers,Rogers which provide certain severance benefits to them in the event of a
termination of their employment during a 36 month period following a Changechange in
Control (ascontrol, as defined in the agreements).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 agreement,agreements, unless either party objects to
such extension. If within a 36 month period following a Changechange in Control,control, an
executive's employment is terminated by the CorporationRogers without cause, (asas defined in the
agreements)agreements, or if such executive resigns in certain specified circumstances,
then, provided the executive enters into a two-year noncompetitionnon-competition agreement
with the Corporation,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.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Beverly C. Hassell, the spouse of Aarno A. Hassell, Vice
President, Market Development, provided consulting services to
the Corporation during 1997. Her compensation from the
Corporation was $72,600.
14
PROPOSAL 2: PROPOSAL TO APPROVE THE ROGERS CORPORATION 1998
STOCK INCENTIVE PLAN
PROPOSAL
The purpose of the 1998 Stock Incentive Plan (the "1998 Plan") is
to advance the interests of the Corporation by affording plan
participants an opportunity to acquire or increase their
ownership interests in the Corporation and thus encourage
continued service and additional incentives to achieve the
Corporation's goals. On December 17, 1997, the Board of
Directors voted to adopt the 1998 Plan and to submit it to the
Corporation's stockholders for their consideration at the 1998
Annual Meeting. A summary of the principal features of the 1998
Plan is set forth below. The 1998 Plan is attached as Exhibit A
to this proxy statement. (The term "Company" is used in the plan
document and is synonymous with the term "Corporation" used
elsewhere in this proxy statement.)
The 1998 Plan is administered by the Compensation and
Organization Committee of the Board of Directors (the
"Committee"), the members of which are non-employee members of
the Board of Directors ("Non-Employee Directors"), and permits
the granting, at the discretion of the Committee, of a variety of
stock incentive awards based on the Capital Stock of the
Corporation. Awards under the 1998 Plan include the grants of
stock options (both Incentive Options and Non-Qualified Options,
as defined below), and grants of Capital Stock to Non-Employee
Directors. Officers, employees, other key persons and
Non-Employee Directors of the Corporation and its subsidiaries
are eligible to receive awards under the 1998 Plan.
Subject to adjustment for stock splits and similar events, the
total number of shares of Capital Stock that can be issued under
the 1998 Plan is the sum of the following: 750,000 shares;
shares underlying any awards which are forfeited, reacquired by
the Corporation, satisfied without the issuance of Capital Stock
or otherwise terminated; shares which are repurchased by the
Corporation in the open market or otherwise with the proceeds of
option exercises; and shares surrendered to the Corporation in
payment of the exercise price of options or to satisfy tax
withholding requirements.
Subject to adjustment for stock splits and similar events, no
awards for more than 100,000 shares of Capital Stock will be
granted to any one individual during any 12-month period.
Shares issued by the Corporation under the 1998 Plan may be
authorized but unissued shares or shares reacquired by the
Corporation.
The closing price on March 9, 1998, was $________.
RECOMMENDATION
The Board of Directors believes that the proposed 1998 Plan,
which provides for a range of stock based incentive awards and
permits flexibility in the terms of awards to officers,
employees, other key persons and Non-Employee Directors, will
help the Corporation to achieve its goals by keeping the
Corporation's incentive compensation program competitive with
those of other companies. Accordingly, the Board of Directors
believes that the 1998 Plan is in the best interests of the
Corporation and its stockholders and recommends that the
stockholders approve the 1998 Plan. No Capital Stock can be
issued under the 1998 Plan unless the 1998 Plan is approved by
the affirmative vote of the holders of at least a majority of the
shares of Capital Stock represented and entitled to vote at the
1998 Annual Meeting.
The Board of Directors recommends a vote FOR this proposal.
DESCRIPTION OF THE 1998 PLAN
The following description of certain features of the 1998 Plan is
intended to be a summary only and reference is made to the full
text of the 1998 Plan.
Plan Administration; Eligibility. The 1998 Plan is administered
by the Committee, which is comprised of Non-Employee Directors,
or any other committee of not less than two Non-Employee
Directors performing similar functions, as appointed from time to
time by the Board of Directors. All members of the Committee
must be "non-employee directors"
15
as that term is defined under the rules promulgated by the
Securities and Exchange Commission and "outside directors" as
that term is defined under the Internal Revenue Code of 1986, as
amended (the "Code").
The Committee has full power to select the recipients of awards,
from among the officers, employees and other key persons eligible
for awards, of whom there are currently approximately 125, to
make any combination of awards and to determine the specific
amount and terms of each award, all subject to the provisions of
the 1998 Plan. Persons eligible to participate in the 1998 Plan
will be those officers, employees and other key persons of the
Corporation and its subsidiaries who are responsible for or
contribute to the management, growth or profitability of the
Corporation and its subsidiaries, as selected from time to time
by the Committee. Non-Employee Directors are also eligible to
participate in the 1998 Plan subject to restrictions set out in
the 1998 Plan. There are currently eight Non-Employee Directors.
Stock Options Granted to Employees. The 1998 Plan permits the
granting of stock options that qualify as incentive stock options
("Incentive Options") under Section 422 of the Code and the
granting of stock options that do not so qualify ("Non-Qualified
Options"). The option exercise price of each option shall be
determined by the Committee but shall not be less than 100
percent of the fair market value of the shares as of the date of
grant in the case of Incentive Options and not less than 85
percent of the fair market value as of the date of grant in the
case of Non-Qualified Options.
The term of each option shall be fixed by the Committee and may
not exceed ten years from the date of grant. The Committee shall
determine at what time or times each option may be exercised and,
subject to the provisions of the 1998 Plan, the period of time,
if any, after death, disability or termination of employment
during which options may be exercised. Options may be made
exercisable in installments, and the exercisability of options
may be accelerated by the Committee. The Committee also has the
ability to determine whether the distribution or receipt of the
Capital Stock will be deferred, either automatically or at the
election of the participant.
Upon exercise of options, the option exercise price must be paid
in full either in cash, by certified or bank check, by other
dollar denominated instruments acceptable to the Corporation, in
a "cashless exercise" transaction effected through a broker, or,
if the Committee so determines, by delivery of shares of Capital
Stock (either actually or by attestation) valued at their fair
market value on the exercise date.
To qualify as Incentive Options, options must meet certain
Federal tax requirements, including limits on the value of shares
subject to Incentive Options which first become exercisable in
any one year, and a shorter term and higher minimum exercise
price in the case of certain large stockholders.
Stock Options Granted to Non-Employee Directors. Stock options
are granted to Non-Employee Directors pursuant to the 1998 Plan
in June and December of each year or upon an individual ceasing
to be a Non-Employee Director. The 1998 Plan provides for the
automatic semi-annual grant to each Non-Employee Director of a
Non-Qualified Option to purchase 500 shares of Capital Stock or a
portion thereof if such person is not a Director for the entire
six-month period. Such options are immediately exercisable on
the date of grant, and will expire ten years from the date of
grant, regardless of whether such person continues to be a
Director. All such options shall have an exercise price equal to
the fair market value of the Capital Stock as of the date of
grant.
Non-Employee Director Stock Awards. The 1998 Plan also provides
for the automatic grant to each Non-Employee Director of shares
of Capital Stock free of any restrictions in lieu of the retainer
fee due to such Non-Employee Director in June and December of
each year or upon an individual ceasing to be a Non-Employee
Director. All or a portion of such stock awards may be deferred
at the option of each Non-Employee Director in accordance with
such rules and procedures as may from time to time be established
by the Board of Directors.
Adjustments for Stock Dividends, Mergers, Etc. The Committee
shall make appropriate adjustments in connection with outstanding
awards to reflect stock dividends, stock splits and similar
events. In the event of a merger, liquidation or similar event,
the Committee in its discretion may provide for substitution or
adjustments or may (subject to the provisions described below
under "Change of Control Provisions") accelerate, amend or, upon
such payment or other consideration with respect to the vested
portion of any award as the Committee deems equitable in the
circumstances, terminate such awards.
Tax Withholding. Plan participants are responsible for the
payment of any Federal, state or local taxes which the
Corporation is required by law to withhold from the value of any
award. The Corporation may deduct any such taxes
16
from any payment otherwise due to the participant. Subject to
the consent of the Committee, participants may elect to have such
tax obligations satisfied either by authorizing the Corporation
to withhold shares of Capital Stock to be issued pursuant to an
award under the 1998 Plan or by transferring to the Corporation
shares of Capital Stock having a value equal to the amount of
such taxes.
Amendments and Termination. The Board of Directors may at any
time amend or discontinue the 1998 Plan and the Committee may at
any time amend or cancel outstanding awards (or provide
substitute awards at the same or a reduced exercise or purchase
price) for the purpose of satisfying changes in the law or for
any other lawful purpose. However, no such action shall be taken
which adversely affects any rights under outstanding awards
without the holder's written consent. Moreover, no such
amendment, unless approved by the stockholders of the
Corporation, shall be effective if it would cause the 1998 Plan
to fail to satisfy any of the then applicable incentive stock
option rules under Federal tax law. Currently, the incentive
stock option regulations would require stockholder approval for
an increase in the maximum number of shares issuable pursuant to
Incentive Options under the 1998 Plan or a modification in
eligibility requirements under the 1998 Plan.
Change of Control Provisions. The 1998 Plan provides that in the
event of a "Change in Control" (as defined in the 1998 Plan) of
the Corporation all stock options shall automatically become
fully exercisable, unless otherwise determined by the Committee
at the time of grant. In addition, at any time prior to or after
a Change of Control, the Committee may accelerate the grant of
stock options and waive conditions and restrictions on any
outstanding stock options, to the extent it may determine
appropriate.
New Plan Benefits. Subject to the limitations set forth in the
1998 Plan, the number of options that will be granted to the
employee Directors, officers, employees and other key persons of
the Corporation and its subsidiaries is undeterminable at this
time, as any such grants are subject to the discretion of the
Committee.
The number of options that will be granted and estimated number
of shares that will be awarded to Non-Employee Directors in 1998
is set forth in the following table:
Non-Employee Directors
_______________________________________________________________________________
Number of Shares
Number of Shares Subject to Stock
Name Dollar Value(1) of Capital Stock(2) Options (1)(3)
Leonid V. Azaroff 1,000
Leonard M. Baker 1,000
Edward L. Diefenthal (4) 687
Mildred S. Dresselhaus 1,000
Donald J. Harper 1,000
Gregory B. Howey 1,000
Leonard R. Jaskol 1,000
William E. Mitchell 1,000
Current Non-Employee
Directors as a Group (5) 7,313
(1) Valuation is based on the March 9, 1998 closing price for
each share of Capital Stock. No value is assigned to the
stock options because there is no difference between the
exercise price of such stock options and the fair market
value of the Capital Stock on the date of grant of the stock
options.
(2) The number of shares is estimated by dividing the amount of
the retainer payable to the non-employee Directors in 1998
by the March 9, 1998 fair market value.
17
(3) The exercise price of each such option is the mean of the
highest and lowest selling price as of the date of grant.
Each such option is exercisable in full on the date of
grant.
(4) Currently not a Director, but nominated for the first time
(5) Includes a Director retiring at the 1998 Annual Meeting of
Stockholders.
FEDERAL INCOME TAX CONSEQUENCES
The following is a general summary of the principal Federal
income tax consequences of transactions under the 1998 Plan.
Incentive Options. Under the Code, a participant will not
recognize taxable income by reason of the grant or the exercise
of an Incentive Option. If a participant exercises an Incentive
Option and does not dispose of the shares of Capital Stock
acquired until the later of (a) two years from the date the
option was granted or (b) one year from the date shares were
transferred to the participant, the entire gain, if any, realized
upon disposition of such shares will be taxable to the
participant as capital gain, and the Corporation will not be
entitled to any deduction. If a participant disposes of the
shares within such two-year or one-year period in a manner so as
to violate the holding period requirements (a "disqualifying
disposition"), the participant generally will recognize ordinary
income in the year of disposition, and, provided the Corporation
complies with the applicable reporting requirements, the
Corporation will receive a corresponding deduction, in an amount
equal to the excess of (1) the lesser of (x) the amount, if any,
realized on the disposition and (y) the fair market value of the
shares on the date the option was exercised over (2) the option
price. Any additional gain realized on the disposition will be
capital gain and any loss will be capital loss. The participant
will be considered to have disposed of his or her shares of
Capital Stock if such participant sells, exchanges, makes a gift
of or transfers legal title to the shares (except by pledge or by
transfer on death). If the disposition is by gift and violates
the holding period requirements, the amount of the participant's
ordinary income (and the Corporation's deduction) is equal to the
fair market value of the shares on the date of exercise less the
option price. If the disposition is by sale or exchange, the
participant's tax basis will equal the amount paid for the shares
plus any ordinary income realized as a result of the
disqualifying disposition. The exercise of an Incentive Option
may subject the participant to the alternative minimum tax.
A participant who surrenders shares of Capital Stock in payment
of the exercise price of his or her Incentive Option generally
will not, under proposed Treasury Regulations, recognize gain or
loss on his or her surrender of such shares. The surrender
(either actually or by attestation) of shares of Capital Stock
previously acquired upon exercise of an Incentive Option in
payment of the exercise price of another Incentive Option is,
however, a "disposition" of such shares. If the Incentive Option
holding period requirements described above have not been
satisfied with respect to such shares, such disposition will be a
disqualifying disposition that may cause the participant to
recognize ordinary income as discussed above.
All of the shares of Capital Stock received by a participant upon
exercise of an Incentive Option by surrendering shares of Capital
Stock will be subject to the Incentive Option holding period
requirements. Of those shares, a number of shares (the "Exchange
Shares") equal to the number of shares of Capital Stock
surrendered by the participant will have the same tax basis for
capital gains purposes (increased by any ordinary income
recognized as a result of any disqualifying disposition of the
surrendered shares if they were Incentive Option shares) and the
same capital gains holding period as the shares surrendered. For
purposes of determining ordinary income upon a subsequent
disqualifying disposition of the Exchange Shares, the amount paid
for such shares will be deemed to be the fair market value of the
shares surrendered. The balance of the shares received by the
participant will have a tax basis (and a deemed purchase price)
of zero and a capital gains holding period beginning on the date
of exercise. The Incentive Option holding period for all shares
will be the same as if the option had been exercised for cash.
An Incentive Option may not be exercised by a participant more
than three months after the participant retires or otherwise
terminates employment. In the case of a participant who is
disabled, the three-month period is extended to one year. This
three-month requirement is waived for a participant who dies.
18
Non-Qualified Options. There are no Federal income tax
consequences to either an employee, a Non-Employee Director or
the Corporation on the grant of a Non-Qualified Option. Upon the
exercise of a Non-Qualified Option, such an individual (except as
described below) has taxable ordinary income equal to the excess
of the fair market value of the shares of Capital Stock received
on the exercise date over the option price of the shares. The
individual's tax basis for the Capital Stock acquired upon
exercise of a Non-Qualified Option is increased by the amount of
such taxable income. The Corporation will be entitled to a
Federal income tax deduction in an amount equal to such excess,
provided the Corporation complies with applicable withholding
rules. Upon the sale of the Capital Stock acquired by exercise
of a Non-Qualified Option, individuals will recognize capital
gain or loss depending upon their holding period for such shares.
A participant who surrenders (either actually or by attestation)
shares of Capital Stock in payment of the exercise price of a
Non-Qualified Option will not recognize gain or loss on his or
her surrender of such shares. Such an individual will recognize
ordinary income on the exercise of the Non-Qualified Option as
described above. Of the shares received in such an exchange,
that number of shares equal to the number of shares surrendered
will have the same tax basis and capital gains holding period as
the shares surrendered. The balance of the shares received will
have a tax basis equal to their fair market value on the date of
exercise, and the capital gains holding period will begin on the
date of exercise.
Non-Employee Directors Stock Awards. A Non-Employee Director
receiving awards of Capital Stock as retainer payments will
recognize ordinary taxable income at the time of grant in an
amount equal to the fair market value of the shares of Capital
Stock as of the date of grant. The individual's tax basis for
the Capital Stock received will equal the amount of ordinary
income recognized. The Corporation will be entitled to a Federal
income tax deduction in an equal amount. Upon the sale of the
Capital Stock, individual's will recognize capital gain or loss
depending upon their holding period for such shares.
The Taxpayer Relief Act of 1997 has created three different types
of capital gains for individuals: short-term gains (on assets
held for one year or less) which are taxed at ordinary income
rates; mid-term capital gains (from the sale of assets held more
than a year but not more than 18 months) which are taxed at a
maximum rate of 28 percent; and long-term capital gains (from the
sale of assets held more than 18 months) which are taxed at a
maximum rate of 20 percent.
As a result of Section 162(m) of the Code, the Corporation's
deduction for Non-Qualified Options may be limited to the extent
that a "covered employee" (i.e., the chief executive officer or
any one of the four most highly compensated officers who is
employed on the last day of the Corporation's taxable year and
whose compensation is reported in the Summary Compensation Table)
receives compensation in excess of $1,000,000 in such taxable
year of the Corporation, other than performance-based
compensation that otherwise meets the requirements of Section
162(m) of the Code. The 1998 Plan is intended to meet these
requirements with the result that the Corporation should not lose
the benefit of any tax deductions by reason of Section 162(m).
EFFECTIVE DATE OF 1998 PLAN
The 1998 Plan shall become effective upon approval by the holders
of a majority of the shares of Capital Stock present or
represented and entitled to vote at the 1998 Annual Meeting of
Stockholders. Grants of stock options or other awards may be
made prior to such approval, but no Capital Stock will be issued
prior and subject to such approval.
19
PROPOSAL 3: PROPOSAL TO AMEND THE RESTATED ARTICLES OF
ORGANIZATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF
CAPITAL STOCK
PROPOSAL
On December 17, 1997, the Board of Directors unanimously
approved, and recommends that the Corporation's stockholders
consider and approve an amendment (the "Amendment") to the
Corporation's Restated Articles of Organization, as amended (the
"Restated Articles of Organization"), to increase the number of
authorized shares of Capital Stock, $1 par value, from 25,000,000
to 50,000,000.
As of February 25, 1998, of the 25,000,000 shares of Capital
Stock currently authorized for issuance under the Restated
Articles of Organization, 7,591,730 shares were outstanding, and
13,411,672 shares were reserved for issuance under the
Corporation's stock option and employee benefit plans and the
Rights Agreement, as amended through July 7, 1997 (the "Rights
Agreement") between the Corporation and Registrar and Transfer
Company, as Rights Agent (the "1997 Shareholder Rights Plan").
The Board of Directors believes that the Amendment increasing the
number of authorized shares is desirable and in the best
interests of the Corporation because it will provide the
Corporation with more flexibility to issue additional shares of
Capital Stock as the need may arise without the expense and time
required for a special meeting of the stockholders, unless
stockholder approval is otherwise required by applicable law or
the rules of the American Stock Exchange, Inc., the Pacific
Exchange, Inc., or any other stock exchange on which the
Corporation's Capital Stock may then be listed. Such shares may
be issued by the Board of Directors in connection with possible
future stock dividends or stock splits, financing transactions,
strategic investments or acquisitions, current and future stock
option and employee benefit plans, the 1997 Shareholder Rights
Plan and other proper corporate purposes. However, the Board of
Directors has no present plans or commitments regarding the
issuance of the proposed additional authorized shares of Capital
Stock.
Each additional share of Capital Stock authorized by the proposed
Amendment, if and when issued, will have the same rights and
privileges as each share of Capital Stock currently authorized,
issued and outstanding, including the right, upon issuance, to
receive a Right under the 1997 Shareholder Rights Plan as
described below. Stockholders of the Corporation do not now have
statutory preemptive rights to subscribe for or purchase
additional shares of Capital Stock and stockholders will have no
statutory preemptive rights to receive or purchase any of the
shares of Capital Stock authorized by the proposed Amendment.
The increase in authorized Capital Stock will not have any
immediate effect on the rights of existing stockholders. To the
extent that the additional authorized shares are issued in the
future, however, they will decrease the existing stockholders'
percentage equity ownership and, depending on the price at which
they are issued, could be dilutive to the existing stockholders.
The increase in the number of authorized shares of Capital Stock
could have an anti-takeover effect. Shares of authorized and
unissued Capital Stock could be issued in one or more
transactions that would make a takeover of the Corporation more
difficult, and therefore less likely. Any such issuance of
additional shares of Capital Stock could have the effect of
diluting the earnings per share and book value per share of
outstanding shares of Capital Stock, and such additional shares
could be used to dilute the stock ownership or voting rights of
persons seeking to obtain control of the Corporation.
On February 25, 1997, pursuant to the 1997 Shareholder Rights
Plan, the Board of Directors declared a dividend distribution of
one share purchase right (a "Right") for each outstanding share
of Capital Stock held of record on March 31, 1997 (the "Rights
Plan Record Date"). One Right will also be issued with each
share of Capital Stock issued between March 31,1997, and the
earlier of the Distribution Date (as such term is defined below)
or the redemption, exchange or expiration of the Rights. Each
Right entitles the registered holder to purchase from the
Corporation one share of Capital Stock at a price of $120 per
share (the "Purchase Price"), subject to adjustment.
Until the earlier to occur of (i) 10 days following a public
announcement that a person or group of affiliated or associated
persons (an "Acquiring Person") has acquired, or has obtained the
right to acquire, beneficial ownership of 20% or more of the then
outstanding shares of Capital Stock or (ii) 10 days following the
commencement or announcement of an intention by any person to
make a tender offer or exchange offer if, upon consummation
thereof, such person would be the
20
beneficial owner of 20% or more of such outstanding shares of
Capital Stock, (the earlier of such dates being called the
"Distribution Date"), the Rights will be evidenced, with respect
to any of the Capital Stock share certificates outstanding as of
the Rights Plan Record Date, by such Capital Stock share
certificate with a copy of a summary of Rights attached thereto.
Until the Distribution Date, the Rights will be transferred only
with shares of Capital Stock. Until the Distribution Date (or
earlier redemption or expiration of the Rights), new Capital
Stock share certificates issued after the Rights Plan Record Date
upon transfer or new issuance of shares of Capital Stock will
contain a notation incorporating the Rights Agreement by
reference. As soon as practicable following the Distribution
Date, separate certificates evidencing the Rights ("Rights
Certificates") will be mailed to holders of record of shares of
Capital Stock on the Distribution Date and such separate Right
Certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date. The
Rights will expire on March 30, 2007 (the "Final Expiration
Date"), unless earlier redeemed or exchanged by the Corporation
as described below.
In the event that after the Distribution Date the Corporation
should consolidate or merge with and into any other person and
the Corporation is not the surviving company, or, if the
Corporation should be the surviving company, all or part of the
shares of Capital Stock are changed or exchanged for securities
of any other person or if 50% or more of its consolidated assets
or earning power are sold, proper provision will be made so that
each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price,
that number of shares of common stock of the acquiring company
which at the time of such transaction will have the market value
of two times the Purchase Price. In the event that any person
becomes an Acquiring Person or any Acquiring Person or any
affiliate or associate of any Acquiring Person enters into a
merger, combination or certain other defined transactions with
the Corporation, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the
Acquiring Person or any affiliate or associate of an Acquiring
Person (which will thereafter be null and void), will thereafter
have the right to receive upon the exercise thereof at the then
current Purchase Price, that number of shares of Capital Stock
which at such time will have a market value of two times the
Purchase Price.
At any time after a person or group becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or
more of the outstanding shares of Capital Stock, the Board of
Directors of the Corporation may exchange the Rights (other than
Rights owned by such person or group which have become null and
void), in whole or in part, at an exchange ratio of one share of
Capital Stock per Right (subject to adjustment).
At any time prior to the earlier of (i) 10 days following the
date that a person or group of affiliated or associated persons
becomes an Acquiring Person (subject to extension by the Board of
Directors of the Corporation) or (ii) the Final Expiration Date,
the Board of Directors of the Corporation may redeem the Rights
in whole, but not in part, at a price of $.01 per Right (the
"Redemption Price").
The Corporation's Restated Articles of Organization require a two-
thirds vote of stockholders to approve a merger or consolidation
of the Corporation with or into another corporation unless no
stockholder approval is required by statute. This provision
could have the effect of making it more difficult to gain control
of the Corporation. The Corporation has also entered into change
in control protection agreements with each of its officers
providing for severance benefits in the event of the termination
of their employment during a 36 month period following a change
in control of the Corporation. See "Other Arrangements and
Payments" above. These agreements could have the effect of
increasing the cost of any attempt to gain control of the
Corporation.
The Corporation is not aware of any efforts to accumulate the
Corporation's Capital Stock or to obtain control of the
Corporation. The proposed Amendment is not part of any plan by
the Corporation to adopt a series of anti-takeover measures.
The affirmative vote of a majority of the outstanding shares of
Capital Stock of the Corporation is required for the adoption of
the Amendment to the Restated Articles of Organization.
RECOMMENDATION
The Board of Directors recommends a vote FOR the Amendment to the
Restated Articles of Organization.
21
AUDIT MATTERS
It is expected that Ernst & Young LLP, the Corporation's
independent auditors selected as the independent auditors for the
fiscal years ended December 28, 1997, and ending January 3, 1999,
will be represented at the annual meeting, with an opportunity to
make a statement if they so desire, and will be available to
respond to appropriate questions.
In addition to the audit of the 1997 financial statements, the
Corporation engaged Ernst & Young LLP to perform certain other
services, including income tax consultation and assistance in
connection with corporate tax planning.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCEBeneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934 as amended,
requires the Corporation'sRogers executive
officers and Directors,directors, and persons who own more thanthat 10% of the Corporation's Capital Stock,Rogers capital
stock, to file reports of ownership and changes inof ownership on Forms 3, 4 and 5
with the Securities and Exchange Commission the American
Stock Exchange, Inc. and the Pacific Exchange, Inc.New York Stock Exchange.
Executive officers, Directorsdirectors and greater than 10% stockholders are required to
furnish the CorporationRogers with copies of all Forms 3, 4 and 5 they file.
Based solely on the Corporation'sRogers review of the copies of such Formsforms it has received and
written representations from certain reporting persons, that they were not required to file Form 5's
for specified fiscal years, the CorporationRogers believes that all
of its executive officers and Directorsdirectors complied with all Section 16(a) filing
requirementrequirements applicable to them during the
Corporation'sRogers fiscal year ended December 28,
1997, except2003.
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) $ $
Audited-Related Fees (2)
Tax Fees (3)
All Other Fees (4)
---- ----
Total $ $
(1) 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.
(2) 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.
(3) 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 ($ ) and
tax consulting and advisory ($ ).
(4) All Other Fees consist of fees for products and services other than the
services reported above and includes fees related primarily to ___________.
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.
24
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
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 resultmember of the Corporation's error,
Leonid V. Azaroff filedBoard of
Directors.
26
Vote Required and Recommendation of the Board of Directors
The affirmative vote of a Form 4 late reportingmajority of the salevotes cast on this proposal shall
constitute approval of 9,790
sharesthe By-Law Amendment.
The board of Capital Stock; Harry H. Birkenruth fileddirectors recommends a Form 4 late
reporting a charitable contributionvote FOR the By-Law Amendment.
Proposals of 90 shares of Capital
Stock; and John A. Richie filed a Form 5 late reporting the
exercise of an option to purchase 900 shares of Capital Stock.
PROPOSALS OF STOCKHOLDERSStockholders
Proposals of stockholders intended to be presented at the 19992005 Annual Meeting of
Stockholders must be received by the
CorporationRogers on or before November 16, 1998,__, 2004, for
inclusion in the
Corporation'sRogers proxy statement and form of proxy. SOLICITATION OF PROXIES
TheProposals of stockholders
received after February _, 2005, will not be considered timely and may not be
presented at the 2005 Annual Meeting of Stockholders.
Solicitation of Proxies
Rogers will pay the cost of solicitation of proxies will be borne by the
Corporation.soliciting proxies. In addition to solicitations by
mail, officers and employees of the CorporationRogers may solicit proxies personally and by
telephone, facsimile or other means, for which they will receive no compensation
in addition to their normal compensation. ArrangementsRogers will also be made with brokerage housesrequest banks,
brokers and other custodians, nominees and fiduciariesholding shares for the forwarding ofa beneficial owner to forward
proxies and proxy soliciting materials to the beneficial owners of Capital Stockcapital stock
held of record by such persons, and the
Corporationpersons. Rogers will upon request reimburse thembrokers and
other persons for their related reasonable expenses in doing so. The Corporation intends to
retain a proxy solicitation firmexpenses. 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.
"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. 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.
27
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, of approximately $6,000.
However, the Corporation has not yet selected a specific
solicitation firm.
22
Exhibit A
ROGERS CORPORATION
1998 STOCK INCENTIVE PLAN
SECTION 1. General PurposeOne Technology Drive, P. O. Box
188, Rogers, CT 06263-0188, c/o Vice President and Secretary of the Plan; Definitions.
The nameCompany. At
the present time, all such communications sent by stockholders to the above
address will be forwarded to the Lead Director of the planboard 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.
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.
A - 1
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 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;
A - 2
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
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.
A - 3
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.
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.
A - 4
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.
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.
A-5
Appendix B
Rogers Corporation
1998 Stock
Incentive Plan (the "Plan").Audit Committee Charter
As approved by the Board of Directors on February 19, 2004
I. General Statement of Purpose
The purposeAudit Committee of the Plan is to
advance the interestsBoard 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 performance, (iv)
the performance of the Company's internal audit function, and (v) the
Company's procedures for compliance with legal and regulatory requirements.
In discharging its Subsidiariesobjectives, the Audit Committee is empowered to
investigate any matter brought to its attention with full access to all
books, records, facilities and its stockholders by providing officers,
employees, other key persons and Non-Employee Directors with an
incentive to achieve superior Company performance, by encouraging
them to take an equity interest in the successpersonnel of the Company throughand the power to
retain counsel, or other experts for this purpose.
II. Audit Committee Composition
The membership of the Audit Committee shall consist of at least three
members and shall consist solely of independent directors. A director's
"independence" will be determined in accordance with the rules of the New
York Stock ownership, and by enabling the Company to attract
and retain the servicesExchange, Section 10A(m)(3) of officers, employees, other key persons
and Non-Employee Directors upon whose judgment, interest, and
special effort the successful conduct and profitability of its
operations are largely dependent.
The following terms shall be defined as set forth below:
"Act" means the Securities Exchange Act of
1934 as amended.
"Award" or "Awards," except where referring to(the "Exchange Act") and the related rules and regulations of the
Securities and Exchange Commission. At a particular
categoryminimum this will require
directors who are independent of grant under the Plan, shall include Incentive
Stock Options, Non-Qualified Stock Options,management and Non-Employee
Director Stock Awards.
"Award Agreement" means the agreement (if any) executed and
delivered to the Company byand who are
free of any relationship that, in the recipientopinion of an Award.
"Board" means the Board of Directors,
would interfere with their exercise of independent judgment as committee
members. Each member of the Company.
"ChangeAudit Committee shall be financially literate,
or shall become financially literate within a reasonable period of Control"time
after appointment to the Audit Committee, as such qualification is
defined in Section 11.
"Code" means the Internal Revenue Code of 1986, as amended,
and any successor code, and related rules, regulations and
interpretations.
"Committee" means the Compensation and Organization
Committee of the Board so long as it is composed of two or
more Non-Employee Directors that are "outside directors"
within the meaning of Section 162(m) of the Code and "non-
employee directors" within the meaning of Rule 16b-
3(b)(3)(i) of the Act; if said committee at any time fails
to be so composed, "Committee" shall mean a committee
appointedinterpreted by the Board that is so composed.
"Disability" means (1) for purposes of Incentive Stock
Options, disability as set forth in Section 22(e)(3)its business judgment. At least one member of
the Code and (2) for purposes of Non-Qualified Stock Options,
any medically determinable physicalAudit Committee shall have accounting or mental impairment
whichrelated financial management
expertise, as such qualification is interpreted by the Committee determines generally qualifies as a
"disability" for purposesBoard in its
business judgment. One or more members of the employee benefitsAudit 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
which
such individual is eligible.
"Effective Date" means January 1, 1998.
"Fair Market Value"appointment to the Audit Committee annually and as of any given date means the meanvacancies or newly
created positions occur. The members of the highestAudit Committee shall be
appointed annually by the Board and lowest selling pricesmay be replaced or removed by the Board
with or without cause. Resignation or removal of a Director from the Board,
for Stockwhatever reason, shall automatically and without any further action
constitute resignation or removal, as quoted inapplicable, from the American Stock Exchange Composite Transactions in The
Wall Street JournalAudit Committee.
Any vacancy on the business day immediately
preceding that particular date (or, ifAudit Committee, occurring for whatever reason, may be
filled only by the Stock ceasesBoard.
The Board shall designate one member of the Audit Committee to be
tradedChairperson of the Audit Committee.
Audit Committee members shall not simultaneously serve on the American Stock Exchange, as determined
based on suchaudit
committees of more than two other method as is designated by the
Committee).
"Incentive Stock Option" means any Stock Option designated
and qualified as an "incentive stock option" as defined in
Section 422public companies.
B - 1
III. Compensation
A member of the Code.
"Non-Employee Director" meansAudit Committee may not, other than in his or her capacity
as a member of the Audit Committee, the Board who is
not also an employeeor 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 CompanyAudit
Committee may receive additional directors' fees to compensate such member
for the significant time and effort expended by such member to fulfill his
or any Subsidiary.
23
"Non-Employee Director Stock Award" means any Award made
pursuanther 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 meetings and
will report to Section 6.
"Non-Qualified Stock Option" means any Stock Option that is
not an Incentive Stock Option.
"Option" or "Stock Option" means any option to purchase
shares of Stock granted pursuant to Section 5.
"Retainer Payment Date" means the day in June and day in
December of each calendar year which are designated by the
Company as the dates upon which is payable one half of the
annual retainer fee due to a Non-Employee Directorfull Board with respect to such calendar year; provided, however, that with
respect to any individual who ceases to be a Non-Employee
Director, "Retainer Payment Date" shall also mean the date
designated by the Company on which is payable to such
individual the proportionate shareits meetings.
The meetings of the retainer fee due
to such individual for hisAudit Committee may be held in person or her services as a Non-Employee
Director sinceby conference
telephone or other communications equipment by means of which all persons
participating in the latermeeting can hear each other. A majority of the Effective Date or the last
Retainer Payment Date.
"Retirement" means termination of employment with the
Company or its Subsidiaries (1) that, for any individual who
is eligible to participate in the Rogers Corporation Defined
Benefit Pension Plan, qualifies as retirement under such
plan and (2) that, for any individual who is not eligible to
participate in the Rogers Corporation Defined Benefit
Pension Plan, the Committee determines generally qualifies
as retirement for purposesmembers
of the employee benefits for
which such individual is eligible.
"Stock" meanscommittee shall constitute a quorum and the Capital Stock, $1.00 par value, of the
Company, subject to adjustments pursuant to Section 3.
"Subsidiary" means any corporation or other entity (other
than the Company) in any unbroken chain of corporations or
other entities, beginning with the Company if each of the
corporations or entities (other than the last corporation or
entity in the unbroken chain) owns stock or other interests
possessing 30% or more of the total combined voting power of
all classes of stock or other interests in one of the other
corporations or entities in the chain.
"Subsidiary Corporation" meanscommittee may act by a subsidiary corporation
within the meaning of Section 424(f) of the Code.
SECTION 2. Administration of Plan; Committee Authority to Select
Participants and Determine Awards, Etc.
a) Committee. The Plan shall be administered by the
Committee. All determinations, interpretations,
decisions and selections made by the Committee pursuant
to this Plan shall be made by
vote of a majority of the Committeemembers present at such meeting. In lieu of a
meeting, at which a majority of
members is present orthe Audit Committee may act by the unanimous written consent as and to
the extent that it deems appropriate.
In the absence of the membersChairperson of the Committee. Determinations,
interpretations, orAudit Committee, the members may
appoint any other actions made or taken bymember to preside.
V. Responsibilities
The policies and procedures of the Audit Committee shall be pursuantremain flexible,
in order to permit the Audit Committee to react to changing conditions and
in accordance with
the provisions of the Plan, shall be made or taken in
the Committee's sole discretion and shall be final,
binding and conclusive for all purposes and upon all
persons whomsoever.
b) Powers of Committee.circumstances.
The Audit Committee shall have the power andsole 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 oversight of the work
of the independent auditors (including resolving 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, including, in each case,
the fees and terms 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 Awardssuch pre-approvals 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 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 administerany advisors
employed by the Plan, consistentAudit Committee.
The Audit Committee shall perform an annual self-evaluation of the
performance of the Audit Committee and report to the Board on the results
of such evaluation.
B - 2
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 termsunderstanding that the
Audit Committee may supplement them as appropriate:
A. Review of Charter and Preparation of Proxy Statement Report
B - 3
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 Plan,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 discuss with the
independent auditors its independence from management and the Company and
the matters included in the written disclosures required by the
Independence Standards Board.
The 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 a report (the
"Independent Auditors' Annual Report") by the independent auditors
describing: (i) the firm's internal quality-control procedures; (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 (iii) all relationships
between the independent auditors and the 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 powerscope of the independent auditors' activities or on
access to requested information, and authority:
i)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 select the officersindependent 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.
B - 4
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 that, at a minimum, meet the
requirements of applicable Securities and other key
personsExchange 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 Subsidiaries to whom
Awards may from time to time be granted;
ii) to determineassessment of the
time or timeseffectiveness of grant,internal controls as of the end of the most recent fiscal
year and the extent, if any,independent auditors' report on management's assertion.
The Audit Committee shall establish procedures for the receipt, retention,
and treatment of Incentive Stock Optionscomplaints received by the Company regarding accounting,
internal accounting controls, or Non-
Qualified Stock Options or any combinationauditing matters, and the confidential,
anonymous submission by employees of the foregoing, granted to such participants;
iii) to determine the numberCompany of shares to be covered by
any Award;
iv) to determine and modify the terms and conditions,
including restrictions, not inconsistent with the
terms of the Plan, of any Award, which terms and
conditions may differ among individual Awards and
participants, and to approve the form of Award
Agreements; provided, however, that no such action
may be takenconcerns regarding
questionable accounting or auditing matters.
The Audit Committee shall discuss policies with respect to outstanding Award
Agreements withoutrisk assessment
and risk management, including the written consentCompany'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
optionee;
24
v) to determine and/or accelerateCompany's compliance with the exercisability
or vesting of all or any portion of any Option;
vi) subjectlegal and regulatory requirements applicable
to the provisionsCompany 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 5(a)(ii), to
extend the period during which Options may be
exercised;
vii) to determine at any time whether, to what extent,
and under what circumstances distribution or the
receipt of Stock and other amounts payable with
respect to an Award shall be deferred either
automatically or at the election307 of the participantSarbanes-Oxley Act of 2002 and whetherthe
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 whatbe
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, 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 persons responsible for the internal audit
function) and with the independent auditors to discuss the results of their
reviews and examinations.
B - 5
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, shall pay or credit amounts constituting
interest (at rates determined by(b) the Committee) or
dividends or deemed dividendsCompany'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 such deferrals;Form 10-K (or the annual report to
shareholders if distributed prior to the filing of Form 10-K), including
the independent auditors' judgment about the quality, not just the
acceptability, of accounting principles, the reasonableness of significant
judgments, and viii)to adopt, alter and repeal such rules,
guidelines and practices for administrationthe clarity of the Plandisclosures in the financial statements,
and for its own acts and proceedings as it
shall deem advisable; to interpret the terms and
provisions of the Plan and(c) any Award (including
related Award Agreements and any other related
written instruments); to make all determinations
it deems advisable for the administration of the
Plan; to decide all disputes arisingsignificant financial reporting issues that have arisen in
connection with the Plan; and to otherwise supervisepreparation of such audited financial statements. Also,
the administrationAudit Committee shall discuss the results of the Plan.
All decisionsannual audit and interpretationsany
other matters required to be communicated to the Audit Committee by the
independent auditors under generally accepted auditing standards. The Audit
Committee shall review:
(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.
B - 6
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 binding on all persons, includingdelivered 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
Plan
participants.
SECTION 3. Shares Issuable undermaterial weaknesses in the Plan; Mergers; Substitution.
a) Stock Issuable. The maximum numberdesign or operation of shares of Stock
reservedinternal controls and
availableprocedures for issuance underfinancial reporting which could adversely affect the
Plan
shallCompany's ability to record, process, summarize and report financial
information required to be the sum of (a) 750,000 shares of Stock; plus
(b) the shares of Stock underlying any Awards which are
forfeited, cancelled, satisfied without the issuance of
Stock or otherwise terminated (other than by exercise);
plus (c) a number of shares of Stock equal to the
number of shares repurchaseddisclosed by the Company in the open
marketreports that it
files or otherwise having an aggregate repurchase
price no greater than the amount of cash proceeds
received by the Company from the sale of shares of
Stocksubmits under the Plan; plus (d)Exchange Act, within the time periods specified
in the SEC's rules and forms, and (2) any shares of Stock
surrendered tofraud involving management or
other employees who have a significant role in the Company in paymentCompany's internal
controls and procedures for financial reporting.
Based on the Audit Committee's review and discussions (1) with management
regarding the audited financial statements, (2) with the independent
auditors of the exercise
price of Options issued undermatters required to be discussed by SAS 61, and (3) with
the Plan and/or
withholding taxes. Notwithstandingindependent auditors concerning the foregoing,independent auditors' independence,
the maximum number of shares of Stock for which Incentive
Stock Options may be granted under the Plan shall not
exceed 750,000 shares, reduced by the aggregate number
of shares issued under the Plan and the aggregate
number of shares subject to outstanding Awards granted
under the Plan. Subject to such overall limitation,
shares may be issued up to such maximum number pursuant
to any type or types of Award; provided, however, that
no Awards for more than 100,000 shares of Stock may be
granted to any one individual during any twelve-month
period, subject to adjustment pursuant to Section 3(b)
below. Shares issued under the Plan may be authorized
but unissued shares or shares reacquired by the
Company.
b) Stock Dividends, Mergers, etc. In the event of a stock
dividend, stock split or similar change in
capitalization affecting the Stock, theAudit Committee shall make appropriate adjustmentsa 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 numberuse of "pro forma" or "adjusted" non-GAAP information, prior
to their release, (ii) such other material financial information and
kind
of shares of Stock or securities on which Awards may
thereafter be granted, (ii) the numberearnings guidance provided to ratings agencies and kind of
shares remaining subjectsimilar entities prior
to outstanding Awards,their use, and (iii) the optioninterim 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 auditors' 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.
VII. General
The Audit Committee may establish and delegate authority to subcommittees
consisting of one or purchase pricemore of its members, when the Audit Committee deems it
appropriate to do so in respect oforder to carry out its responsibilities.
The Audit Committee shall make regular reports to the Board regarding its
responsibilities.
In carrying out its responsibilities, the Audit Committee shall be entitled
to rely upon advice and information that it receives in its discussions and
communications with management and such shares. Inexperts, advisors and professionals
with whom the event ofAudit Committee may consult. The Audit
B - 7
Committee shall have the authority to request that any merger, consolidation,
dissolutionofficer or liquidationemployee
of the Company, the Committee in its sole discretion may, as toCompany's outside legal counsel, the Company's
independent auditors or any outstanding Awards, make such substitution or
adjustment in the aggregate number of shares reserved
for issuance under the Plan and in the number and
purchase price (if any) of shares subject to such
Awards as it may determine and as may be permitted by
the terms of such transaction, or accelerate, amend or
terminate such Awards upon such terms and conditions as
it shall provide (which, in the case of the termination
of the vested portion of any Award, shall require
payment or other consideration which the Committee
deems equitable in the circumstances), subject, however
to the provisions of Section 11.
c) Substitute Awards. The Company may grant Awards under
the Plan in substitution for stock and stock based
awards held by employees of another corporation who
concurrently become employees of the
25
Company or a Subsidiary as the result of a merger or
consolidation of the employing corporation with the
Company or a Subsidiary or the acquisitionprofessional retained by the Company orto
render advice to the Company attend a Subsidiary of property or stockmeeting of the employing corporation.Audit Committee or
meet with any members of or advisors to the Audit Committee. The Audit
Committee may direct thatshall also have the substitute awards be granted onauthority to engage legal, accounting or
other advisors to provide it with advice and information in connection with
carrying out its responsibilities and shall have sole authority to approve
any such terms and
conditions as the Committee considers appropriate in
the circumstances.
SECTION 4. Eligibility.
Participants in the Plan will be those officers and employeesadvisor's fees and other key personsretention terms.
Notwithstanding the responsibilities and powers of the CompanyAudit Committee set
forth in this Charter, the Audit Committee does not have the responsibility
of planning or its Subsidiaries whoconducting 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
or contribute to the management, growth or
profitability of the Company and its Subsidiaries and who are
selected from time to time by the Committee, in its sole
discretion. Non-Employee Directors are also eligible to
participate in the Plan but only to the extent provided in
Sections 5(b) and 6 below.
SECTION 5. Stock Options.
Any Stock Option granted under the Plan shall be in such form as
the Committee may from time to time approve.
Stock Options granted under the Plan may be either Incentive
Stock Options or Non-Qualified Stock Options. Incentive Stock
Options may be granted only to employees of the Company or any
Subsidiary Corporation. To the extent that any option does not
qualify as an Incentive Stock Option, it shall constitute a Non-
Qualified Stock Option. All Stock Options granted to Non-
Employee Directors shall be Non-Qualified Stock Options.
No Incentive Stock Option shall be granted under the Plan
following the 10th anniversary of the Effective Date.
a) Grant of Stock Options. The Committee in its sole
discretion may grant Stock Options to officers,
employees and other key persons of the Company or any
Subsidiary. Stock Options granted to such employees
pursuant to this Section 5(a) shall be subject to the
following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem
desirable:
i) Option Price. The option price per share of Stock
purchasable under a Stock Option shall be
determined by the Committee at the time of grant
but shall be, in the case of Incentive Stock
Options, not less than 100% of Fair Market Value
as of the date of grant, and in the case of Non-
Qualified Stock Options, not less than 85% of Fair
Market Value as of the date of grant. If an
employee owns or is deemed to own (by reason of
the attribution rules applicable under Section
424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the
Company or any Subsidiary Corporation or parent
corporation and an Incentive Stock Option is
granted to such employee, the option price shall
be not less than 110% of Fair Market Value as of
the date of grant.
ii) Option Term. The term of each Stock Option shall
be fixed by the Committee, but no Stock Option
shall be exercisable more than ten years after the
date the option is granted. If an employee owns
or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10%
of the combined voting power of all classes of
stock of the Company or any Subsidiary Corporation
or parent corporation and an Incentive Stock
Option is granted to such employee, the term of
such option shall be no more than five years from
the date of grant.
iii) Exercisability; Rights of a Stockholder. Stock
Options shall become vested and exercisable at
such time or times, whether or not in
installments, as shall be determined by the
Committee. An optionee shall have the rights of a
stockholder only as to shares acquired upon the
exercise of a Stock Option and not as to any
shares of Stock covered by unexercised Stock
Options. Except as provided in Section 3(b), no
adjustment shall be made for dividends or other
rights, the record date for which is prior to the
date of issuance of the Stock which evidences the
shares acquired by an optionee.
26
iv) Method of Exercise. Stock Options may be
exercised in whole or in part, by giving written
notice of exercise to the Company, specifying the
number of shares to be purchased. Payment of the
purchase price may be made by one or more of the
following methods:
(1) In cash, by certified or bank check or
other instrument acceptable to the
Company;
(2) In the form of shares of Stock (either
actually or by attestation) that the
optionee has beneficially owned for more
than six months and that are not then
subject to restrictions under any
Company plan. Such surrendered or
attested shares shall be valued at Fair
Market Value on the exercise date; or
(3) Delivery by a broker of cash, a
certified or bank check or other
instrument payable and acceptable to the
Company to pay the option purchase
price; provided that in the event the
optionee chooses to pay the option
purchase price as so provided, the
optionee and the broker shall comply
with such procedures and enter into such
agreements of indemnity and other
agreements as the Company shall
prescribe as a condition of such payment
procedure.
Payment instruments will be received subject to collection. The
delivery of shares of Stock to be purchased pursuant to the
exercise of a Stock Option will be contingent upon receipt from
the optionee (or a purchaser acting in his or her stead in
accordance with the provisions of the applicable Award Agreement)
by the Company of the full purchase price for such shares and the
fulfillment of any other requirements contained in the Award
Agreement or applicable provisions of laws. In the event an
optionee chooses to pay the purchase price by previously-owned
shares of Stock through the attestation method, only the net
amount of shares shall be issued.
v) Non-transferability of Options. Subject to the
approval of the Committee, an optionee may
transfer a Non-Qualified Stock Option to a family
member, trust, or charitable organization to the
extent permitted by applicable law, provided that
the transferee agrees in writing with the Company
to be bound by all of the terms and conditions of
such Option and this Plan. Except as permitted in
the preceding sentence, no Stock Option shall be
transferable by the optionee otherwise than by
will or by the laws of descent and distribution
and all Stock Options shall be exercisable, during
the optionee's lifetime, only by the optionee.
vi) Annual Limit on Incentive Stock Options. To the
extent required for "incentive stock option"
treatment under Section 422 of the Code, the
aggregate Fair Market Value (determined as of the
time of grant) of the Stock with respect to which
Incentive Stock Options granted under this Plan
and any other plan of the Company or its
Subsidiaries or any parent corporation become
exercisable for the first time by an optionee
during any calendar year shall not exceed
$100,000. To the extent that any Stock Option
exceeds this limit, it shall constitute a Non-
Qualified Stock Option.
vii) Form of Settlement. Shares of Stock issued upon
exercise of a Stock Option shall be free of all
restrictions under the Plan except as otherwise
provided in the Plan.
b) Stock Options Granted to Non-Employee Directors.
i) Automatic Grant of Options. Each Non-Employee
Director shall automatically be granted, as of
each Retainer Payment Date, a Non-Qualified Stock
Option to purchase 500 shares of Stock (or, with
respect to any individual who has become or ceased
to be a Non-Employee Director since the later of
the Effective Date or the last Retainer Payment
Date, an amount equal to a prorated portion of 500
shares as determined on an equitable basis by the
Company (the "Partial Retainer")). The exercise
price per share for the Stock covered by a Stock
Option granted to a Non-Employee Director under
this Section 5(b) shall be equal to the Fair
Market Value of the Stock as of the date the Stock
Option is granted.
27
ii) Exercise; Termination; Non-transferability. Each
Option granted under Section 5(b) is immediately
exercisable on the date of grant by the Non-
Employee Director to whom it is granted (or, in
the case of the death of the Non-Employee
Director, his or her beneficiary and may be
exercisable by the Non-Employee Director (or, in
the case of the death of the Non-Employee
Director, his or her beneficiary) at any time
until the tenth anniversary of the date such
Option is granted regardless of whether the Non-
Employee Director continues to be a Director.
Except as specifically provided for in this
Section 5(b), Options granted under this Section
5(b) shall be subject to the same terms and
conditions as are generally applicable to Non-
Qualified Stock Options granted under the Plan,
including, without limitation, the restrictions on
transferability contained in Section 5(a)(v).
iii) Limited to Non-Employee Directors. The provisions
of this Section 5(b) shall apply only to Options
granted or to be granted to Non-Employee
Directors, and shall not be deemed to modify,
limit or otherwise apply to any other provision of
this Plan or to any Option issued under this Plan
to a participant who is not a Non-Employee
Director of the Company. To the extent
inconsistent with the provisions of any other
Section of this Plan, the provisions of this
Section 5(b) shall govern the rights and
obligations of the Company and Non-Employee
Directors respecting Options granted or to be
granted to Non-Employee Directors.
SECTION 6. Non-Employee Director Stock Awards.
a) Stock Awards. Subject to Section 6(b) below, each Non-
Employee Director shall be granted, as of each Retainer
Payment Date, shares of Stock free of any restrictions
(except as otherwise provided in the Plan) in lieu of
all of the annual retainer fee due to such Non-Employee
Director.
b) Deferral of Awards. Each Non-Employee Director who is
entitled to an Award under Section 6(a) above, will
have the right to defer up to 100% of such Award in
accordance with such rules and procedures as may from
time to time be established by the Company for that
purpose. Dividends, if any, which would have been paid
on any Stock so deferred, but for such deferral, will
be payable to the Non-Employee Director at the same
time and in the same manner as the shares of Stock to
which they relate.
SECTION 7. Tax Withholding.
a) Payment by Participant. Each participant shall, no
later than the date as of which the value of an Award
or of any Stock or other amounts received thereunder
first becomes includible in the gross income of the
participant for Federal income tax purposes, pay to the
Company, or make arrangements satisfactory to the
Company regarding payment of, any Federal, state, or
local taxes of any kind required by law to be withheld
with respect to such income. The Company and its
Subsidiaries shall, to the extent permitted by law,
have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.
b) Payment in Shares. Subject to the consent or
disapproval of the Committee, a participant may elect
to have such tax withholding obligation satisfied, in
whole or in part, by (i) authorizing the Company to
withhold from shares of Stock to be issued pursuant to
any Award a number of shares with an aggregate Fair
Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount
due, or (ii) transferring to the Company shares of
Stock owned by the participant with an aggregate Fair
Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount
due.
SECTION 8. Transfer, Leave of Absence, Etc.
For purposes of the Plan, the following events shall not be
deemed a termination of employment:
a) a transfer to the employment of the Company from a
Subsidiary or from the Company to a Subsidiary, or from
one Subsidiary to another;
28
b) an approved leave of absence for military service or
sickness, or for any other purpose approved by the
Company or the Subsidiary, if the employee's right to
re-employment is guaranteed either by a statute or by
contract or under the policy pursuant to which the
leave of absence was granted or if the Committee
otherwise so provides in writing.
SECTION 9. Amendments and Termination.
The Board may at any time amend or discontinue the Plan and the
Committee may at any time amend or cancel any outstanding Award
(or provide substitute Awards at the same or reduced exercise or
purchase price or with no exercise or purchase price, but such
price, if any, must satisfy the requirements which would apply to
the substitute or amended Award if it were then initially granted
under this Plan) for the purpose of satisfying changes in law or
for any other lawful purpose, but no such action shall adversely
affect rights under any outstanding Award without the holder's
written consent. However, no such amendment, unless approved by
the stockholders of the Company, shall be effective if it would
cause the Plan to fail to satisfy the incentive stock option
requirements of the Code.
SECTION 10. Status of Plan.
With respect to the portion of any Award which has not been
exercised and any payments in cash, Stock or other consideration
not received by a participant, a participant shall have no rights
greater than those of a general creditor of the Company unless
the Committee shall otherwise expressly determine in connection
with any Award or Awards. In its sole discretion, the Committee
may authorize the creation of trusts or other arrangements to
meetauditing the Company's obligations to deliver Stock or make payments
with respect to Awards hereunder, provided that the existence of
such trusts or other arrangements is consistent with the
provision of the foregoing sentence.
SECTION 11. Change of Control.
Upon the occurrence of a Change of Control as defined in this
Section 11:
a) Each Stock Option shall automatically become fully
exercisable unless the Committee shall otherwise
expressly provide at the time of grant.
b) "Change of Control" shall mean the occurrence of any
one of the following events:
i) any "person" (as such term is used in Sections
13(d)financial statements and 14(d)(2) of the Act) becomes a
"beneficial owner" (as such term is defined in
Rule 13d-3 promulgated under the Act) (other than
the Company, any trustee or other fiduciary
holding securities under an employee benefit plan
of the Company, or any corporation owned, directly
or indirectly, by the stockholders of the Company
in substantially the same proportions as their
ownership of stock of the Company), directly or
indirectly, of securities of the Company
representing twenty percent (20%) or more of the
combined voting power offor reviewing the Company's
then
outstanding securities; or
ii) persons who, as of the Effective Date, constitute
the Company's Board (the "Incumbent Board") cease
for any reason, including without limitation as a
result of a tender offer, proxy contest, merger or
similar transaction, to constitute at least a
majority of the Board, provided that any person
becoming a Director of the Company subsequent to
the Effective Date whose nomination or election
was approved by at least a majority of the
Directors then comprising the Incumbent Board
shall, for purposes of this Plan, be considered a
member of the Incumbent Board; or
iii) the stockholders of the Company approve a merger
or consolidation of the Company with any other
corporation or other entity, other than (a) a
merger or consolidation which would result in the
voting securities of the Company outstanding
immediately prior thereto continuing to represent
(either by remaining outstanding or by being
converted into voting securities of the surviving
entity) more than 60% of the combined voting power
of the voting securities of the Company or such
surviving entity outstanding immediately after
such merger or consolidation or
29unaudited interim financial statements.
B - 8
(b) a merger or consolidation effected to
implement a recapitalization of the Company (or
similar transaction) in which no "person" (as
hereinabove defined) acquires more than 20% of the
combined voting power of the Company's then
outstanding securities; or
iv) the stockholders of the Company approve a plan of
complete liquidation of the Company or an
agreement for the sale or disposition by the
Company of all or substantially all of the
Company's assets.
SECTION 12. General Provisions.
a) No Distribution, Compliance with Legal Requirements.
The Committee may require each person acquiring shares
pursuant to an Award to represent to and agree with the
Company in writing that such person is acquiring the
shares without a view to distribution thereof for
purposes of federal securities laws. No shares of
Stock shall be issued pursuant to an Award until all
applicable securities law and other legal and stock
exchange requirements have been satisfied. The
Committee may require the placing of such stop-orders
and restrictive legends on certificates for Stock and
Awards as it deems appropriate.
b) Other Compensation Arrangements; No Employment Rights.
Nothing contained in this Plan shall prevent the Board
from adopting other or additional compensation
arrangements, subject to stockholder approval if such
approval is required; and such arrangements may be
either generally applicable or applicable only in
specific cases.
SECTION 13. Rights of Employees.
Nothing in the Plan shall interfere with or limit in any way the
right of the Company or Subsidiary to terminate any individual's
employment at any time, nor confer upon any individual any right
to continue in the service of the Company or any Subsidiary. No
individual shall have a right to be granted a Stock Option
pursuant to the terms of the Plan or, having received a Stock
Option, to again be granted a Stock Option.
SECTION 14. Governing Law.
The Plan, and all agreements hereunder, shall be construed in
accordance with and governed by the laws of the Commonwealth of
Massachusetts.
SECTION 15. Effective Date of Plan.
The Plan shall become effective upon approval by the holders
of a majority of the shares of Capital Stock of the Company
present or represented and entitled to vote at a meeting of
stockholders. Subject to such approval by the stockholders, and
to the requirement that no Stock may be issued hereunder prior to
such approval, Awards may be granted hereunder by the Committee
on and after adoption of the Plan by the Board.
Executed this 18th day of December, 1997.
ROGERS CORPORATION
By: /s/ Robert M. Soffer
Robert M. Soffer, Treasurer
30One Technology Drive
P. O. Box 188
Rogers, Connecticut 06263-0188
PHONE:
860.774.9605
WEBSITE:
http://www.rogerscorporation.com
BACK COVER
Rogers Corporation
ONE TECHNOLOGY DRIVE
P.O. BOX 188
ROGERS, CONNECTICUT 06263-0188
(860) 774-9605
31
Preliminary Copies
[X] PLEASE MARK VOTE REVOCABLE PROXY ROGERS CORPORATION
[ X ] PLEASE MARK VOTESREVOCABLE PROXY
AS IN THIS EXAMPLE ROGERS CORPORATION
ANNUAL MEETING OF STOCKHOLDERS
- APRIL 23, 1998__, 2004
The undersigned hereby appoints DALE S. SHEPHERDJAMES 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 23, 1998,__, 2004 at 10:30 a.m. in the Boardroom on
the 26th floor of Fleet National 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.meeting or
any adjournment thereof.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4:
For Against Abstain
1. ELECTIONFIXING THE BOARD OF DIRECTORS AT [ ] [ ] [ ]
NINE. To fix the number of persons
constituting the full board of
directors at nine.
With- For All
For hold Except
2. ELECTING DIRECTORS. To elect the [ ] [ ] [ ]
following nominees as directors (except
as marked to the contrary below):
Leonid V. Azaroff, Leonard M. Baker,
Harry H. Birkenruth, Walter E. Boomer, Edward L. Diefenthal,
Mildred S. Dresselhaus,
Donald J. Harper, Gregory B. Howey, Leonard R. Jaskol, andEileen S. Kraus,
William E. Mitchell.
[ ] FOR [ ] WITHHOLD [ ] EXCEPTMitchell, Robert G. Paul and Robert D. Wachob.
INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark
"Except""For All Except" and write that nominee's name in the space provided below.
------------------------------------------------------
2. PROPOSAL to approve- --------------------------------------------------------------------------------
3. To ratify Ernst & Young LLP as Rogers Corporation's independent auditors
for the Corporation's 1998 Stock
Incentive Plan.fiscal year ending January 2, 2005.
For [ ] FORAgainst [ ] AGAINSTAbstain [ ]
ABSTAIN
3. PROPOSAL to4. To amend the Corporation's Restated Articlessecond sentence of Organization to increaseArticle II, Section 2 of the authorized Capital
Stock, $1 par value per share, to 50,000,000 shares.By-Laws as
set forth in the proxy statement.
For [ ] FORAgainst [ ] AGAINSTAbstain [ ] ABSTAIN
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED FOR THE ELECTION OF THE NOMINEES AS
DIRECTORSPROPOSALS 1, 2, 3 AND FOR PROPOSALS 2 AND 3,4, AND AT THE
DISCRETION OF THE PROXIES ON ANY OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE
MEETING.MEETING OR ANY ADJOURNMENT THEREOF.
THIS PROXY IS SOLICITATEDSOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
32
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE
ELECTION OF THE NOMINEES AS DIRECTORS AND FOR PROPOSALS
2 AND 3.-----------------------
Please be sure to date and sign | Date |
this Proxy in the box below. -------------------
Date
------------------------------
Stockholder| |
- -------------------------------------------------------------
| |
| |
| |
|--Stockholder sign above
--------------------------------
Co-holderabove-----Co-holder (if any) sign aboveabove--|
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 & MAIL YOUR PROXY CARD TODAY 33|
--------------------------------------------------------------------------
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.
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
Preliminary Copies
[X] PLEASE MARK VOTE REVOCABLE PROXY
AS IN THIS EXAMPLE ROGERS CORPORATION (RESIP)
ANNUAL MEETING OF STOCKHOLDERS
APRIL __, 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, 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 __, 2004 at 10:30 a.m. 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.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1-4:
For Against Abstain
1. FIXING THE BOARD OF DIRECTORS AT [ ] [ ] [ ]
NINE. To fix the number of persons
constituting the full board of
directors at nine.
With- For All
For hold Except
2. ELECTING DIRECTORS. To elect the [ ] [ ] [ ]
following nominees as directors (except
as marked to the contrary below):
Leonard M. Baker, Walter E. Boomer, Edward L. Diefenthal,
Gregory B. Howey, Leonard R. Jaskol, Eileen S. Kraus,
William E. Mitchell, Robert G. Paul and Robert D. Wachob.
Page 2
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 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 as
set forth in the proxy statement.
For [ ] Against [ ] Abstain [ ]
THIS PROXY, IF PROPERLY EXECUTED, WILL BE VOTED AS SPECIFIED OR, WHERE NO
DIRECTION IS GIVEN, WILL BE VOTED FOR PROPOSALS 1, 2, 3 AND 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.
-----------------------
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 Corporaion 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 & 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.
- ----------------------------------------
- ----------------------------------------
- ----------------------------------------
Page 3