UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 22, 2021 (October 21, 2021 )
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
ROPER TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
(STATE OR OTHER JURISDICTION OF INCORPORATION)
| (COMMISSION FILE NUMBER) | (IRS EMPLOYER IDENTIFICATION NO.) | ||||||||||
| (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) | (ZIP CODE) | ||||||||||
(941 ) 556-2601
(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)
(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On October 21, 2021, the Board of Directors of Roper Technologies, Inc. (the “Company”) elected Ms. Irene M. Esteves, age 62, and Mr. Thomas P. Joyce, Jr., age 61, to serve as members of the Company’s Board of Directors, effective as of October 22, 2021. Ms. Esteves and Mr. Joyce will each serve terms that expire at the Company’s 2022 Annual Meeting of Stockholders. Ms. Esteves and Mr. Joyce will both serve on the Audit Committee of the Board effective with their election to the Board of Directors.
Ms. Esteves and Mr. Joyce will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2021 Annual Meeting of Shareholders filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2021. On October 22, 2021, Ms. Esteves and Mr. Joyce will each receive an equity award with a grant date fair value of approximately $224,583, representing the pro-rata value of a full year non-employee director award of $385,000. In connection with their respective elections, Ms. Esteves and Mr. Joyce will each enter into the Company’s standard form of indemnification agreement for directors and officers.
A copy of the press release issued by the Company announcing the election of Ms. Esteves and Mr. Joyce is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Roper Technologies, Inc. | |||||||||||||||||||||||
| (Registrant) | |||||||||||||||||||||||
| BY: | /S/ John K. Stipancich | Date: | October 22, 2021 | ||||||||||||||||||||
| John K. Stipancich, Executive Vice President, General Counsel and Corporate Secretary | |||||||||||||||||||||||
Contact Information: Investor Relations 941-556-2601 investor-relations@ropertech.com |  Roper Technologies, Inc. | ||||
Irene Esteves and Thomas P. Joyce, Jr. Join Roper Technologies Board of Directors
Sarasota, Florida, October 22, 2021 ... Roper Technologies, Inc. (NYSE: ROP), a leading diversified technology company, today announced that Irene Esteves and Thomas P. Joyce, Jr. have joined the Company’s Board of Directors.
“We are very excited to add these two new directors to our Board,” said Neil Hunn, Roper Technologies’ President and CEO. “We look forward to working closely with these proven leaders and benefitting from their unique perspectives and extensive experience as we continue to advance the enterprise.”
Ms. Esteves most recently served as Executive Vice President and Chief Financial Officer of Time Warner Cable. Prior to that, she served in executive roles with XL Group, Regions Financial Corp., and Wachovia Corp.’s Capital Management Group. Ms. Esteves currently serves on several public company boards.
Mr. Joyce most recently served as President, Chief Executive Officer, and Director of Danaher Corporation, from which he retired last year. Prior to becoming CEO, Mr. Joyce held multiple executive positions during his 31-year career at Danaher. Mr. Joyce currently serves on the boards of College of the Holy Cross, MedStar Health, Inc., and The Economic Club of Washington.
“Irene is an excellent addition to Roper’s Board of Directors,” said Amy Woods Brinkley, Roper Technologies’ Board Chair. “Given Irene’s background and experience in risk management, capital deployment, and financial management we believe that she will make important contributions to Roper’s strategy and governance.”
“Tom is also a fantastic addition to our Board,” Ms. Brinkley continued. “Tom’s long track record of value creation at Danaher, through the combination of thoughtful capital deployment and business building, will be greatly valued in our Board deliberations.”
About Roper Technologies
Roper Technologies is a constituent of the S&P 500, Fortune 500, and the Russell 1000 indices. Roper operates businesses that design and develop software (both license and software-as-a-service) and engineered products and solutions for a variety of niche end markets. Additional information about Roper is available on the Company’s website at www.ropertech.com.
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