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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

April 8, 2024

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

 

ROPER TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware

(STATE OR OTHER JURISDICTION OF INCORPORATION)

1-12273									51-0263969
(COMMISSION FILE NUMBER)									(IRS EMPLOYER IDENTIFICATION NO.)
6496 University Parkway
Sarasota,			Florida						34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)									(ZIP CODE)

(941) 556-2601

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

(FORMER NAME OR FORMER 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:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Common Stock, $0.01 Par Value

ROP

The Nasdaq Stock Market LLC

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. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 8, 2024, the Board of Directors of Roper Technologies, Inc. (the “Company”) elected Mr. John F. Murphy, age 55, to serve as a member of the Company’s Board of Directors. Mr. Murphy will serve a term that expires at the Company’s 2024 Annual Meeting of Stockholders. Mr. Murphy will serve on the Audit Committee of the Board effective with his election to the Board of Directors.

Mr. Murphy will receive compensation pursuant to the Company’s standard arrangements for directors as described in its Proxy Statement for the 2023 Annual Meeting of Shareholders filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2023. Mr. Murphy will receive an equity award with a grant date fair value of approximately $64,167, representing the pro-rata value of a full year non-employee director award of $385,000. In connection with his election, Mr. Murphy will 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 Mr. Murphy 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			Press Release issued by the Company dated April 8, 2024.
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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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:

April 8, 2024

John K. Stipancich Executive Vice President, General Counsel and Corporate Secretary