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ROGERS CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders

May 15, 2014



Item 5.02 Departure of Directors or Principal Officers; Election of Directors;

Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.



(e) On May 9, 2014, the shareholders of Rogers Corporation (the "Company") approved an amendment to the Rogers Corporation 2009 Long-Term Equity Compensation Plan (as amended, the "2009 Plan"). See Item 5.07 of this report below. The 2009 Plan provides for the following types of awards: stock options, stock appreciation rights, restricted stock, restricted stock units, deferred stock units, performance shares, and other stock awards. Those eligible for awards under the 2009 Plan include employees, directors and consultants of the Company and its affiliates. The sole purpose of the amendment to the 2009 Plan was to increase the share reserve of the Company's capital stock (also referred to as common stock), $1 par value per share, thereunder by 800,000 shares; no other changes to the 2009 Plan were made by the amendment.

A further description of the terms of the 2009 Plan is set forth in the Company's definitive proxy statement which was filed with the Securities and Exchange Commission on March 24, 2014 (the "Proxy Statement") under the heading "Proposal 4: To Approve an Amendment to the Rogers Corporation 2009 Long-Term Equity Compensation Plan to Increase the Number of Shares of Stock Issuable Thereunder from 1,775,000 to 2,575,000 and to Re-Approve the Material Terms of the Performance Goals under the 2009 Plan for Purposes of Compensation Deductibility under Section 162(m) of the Internal Revenue Code," which is incorporated herein by reference. The description in the Proxy Statement and the description of the 2009 Plan contained herein are qualified in their entirety by reference to the complete terms and conditions of the 2009 Plan which was filed as Exhibit B to the Proxy Statement, and which is incorporated herein by reference.

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

(a)

The 2014 annual meeting of the shareholders of the Company (the "Meeting") was held on May 9, 2014. Sufficient shares were present for purposes of a quorum for all five proposals. The voting results for each of the five proposals are set forth below.

(b)

1. The eight nominees to the Board of Directors of the Company were elected based upon the following votes and, except as otherwise required by law, by the Company's Articles of Organization or by the Company's Bylaws, hold office until the next annual meeting of shareholders and thereafter until their successors have been chosen and qualified:

Votes Votes Broker Nominee For Withheld Non-Votes Michael F. Barry 15,897,901 176,101 814,632 Bruce D. Hoechner 15,814,932 259,073 814,632 Gregory B. Howey 15,776,532 297,473 814,632 Page of 2 of 4



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Carol R. Jensen 15,898,901 175,104 814,632 William E. Mitchell 15,897,057 176,948 814,632 Ganesh Moorthy 16,053,445 20,560 814,632 Robert G. Paul 15,760,221 313,784 814,632 Peter C. Wallace 15,881,569 192,436 814,632



2. The vote on a non-binding advisory resolution to approve the executive compensation as disclosed in the accompanying Proxy Statement for the Meeting was as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES 15,697,795 322,111 54,099 814,632



3. The vote on re-approval of the material terms permitted for performance goals that may be used under the Annual Incentive Compensation Plan for the purposes of compensation deductibility under Section 162(m) of the Internal Revenue Code was as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES 15,744,567 274,785 54,653 814,632



4. The vote to approve an amendment to the Rogers Corporation 2009 Long-Term Equity Compensation Plan to increase the number of shares of stock issuable thereunder from 1,775,000 to 2,575,000 and to re-approve the material terms of the performance goals under the 2009 Long-Term Equity Compensation Plan for purposes of compensation deductibility under Section 162(m) of the Internal Revenue Code was as follows:

FOR AGAINST ABSTAIN BROKER NON-VOTES 15,032,435 989,461 52,109 814,632



5. The vote on a proposal to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm of Rogers Corporation for the fiscal year ending December 31, 2014, was as follows:

FOR AGAINST ABSTAIN 16,703,340 167,009 18,288 Page of 3 of 4



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