Roper Technologies Inc.

06/14/2021 | Press release | Distributed by Public on 06/14/2021 12:00

Management Change/Compensation (Form 8-K)

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

Roper Technologies, Inc. 2021 Incentive Plan

At the Annual Meeting of Shareholders (the 'Annual Meeting') of Roper Technologies, Inc. (the 'Company') held on June 14, 2021, the Company's shareholders approved the Roper Technologies, Inc. 2021 Incentive Plan (the 'Plan'). The Company's Board of Directors originally approved the Plan in March 2021, subject to shareholder approval.

The Plan provides for a variety of equity and cash-based awards as a tool for the Company to attract, retain, motivate, and reward employees of the Company and its affiliates (including named executive officers), as well as consultants and non-employeedirectors; and promote the creation of long-term value for shareholders by closely aligning the interests of participants with those of shareholders.

The Plan replaces the Company's 2016 Incentive Plan, as amended (the 'Former Plan'). As of the effective date of the Plan, no further grants may be made under the Former Plan and shares that were available for issuance under the Former Plan and not subject to outstanding awards became available for issuance (in addition to 7,078,000 newly authorized shares) under the Plan. As of the date hereof, there are a total of 9,259,479 shares available for issuance by the Company under the Plan. In addition, subject to and in accordance with the Plan, shares that are subject to outstanding awards under the Plan or Former Plan that are subsequently terminated or expire unexercised, or are cancelled, forfeited or lapse for any reason also become available for awards under the Plan.

A more detailed description of the Plan was set forth in the Company's Proxy Statement filed with the Securities and Exchange Commission on April 29, 2021 under the heading 'Proposal 4: - Approval of the Roper Technologies, Inc. 2021 Incentive Plan' and is incorporated herein by reference. The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.

The general forms of the Performance Based Restricted Stock Award Agreement, the Stock Option Award Agreement, and the Restricted Stock Award Agreement, to be used under the Plan are attached hereto as Exhibits 10.2, 10.3 and 10.4, respectively.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective June 10, 2021, Roper Technologies, Inc. (the 'Company') amended its Amended and Restated By-Laws(as so amended, the 'By-Laws')to amend Article 13, Exclusive Jurisdiction, to provide (i) that the federal district courts of the United States shall be the exclusive forum for the resolution of any action asserting a claim arising under the Securities Act of 1933, as amended, and (ii) that any person or entity purchasing or otherwise acquiring or holding any interest in any security of the Company shall be deemed to have notice of and consented to the provisions of Article 13.

A copy of the By-Lawsis attached as Exhibit 3.1 and is incorporated by reference. The foregoing description of the By-Lawsdoes not purport to be complete and is subject to, and qualified in its entirety by, the full text of the attached By-Laws.

Submission of Matters to a Vote of Security Holders.

The Company held its 2021 Annual Meeting of Shareholders on June 14, 2021 in Sarasota, Florida (the 'Annual Meeting'). A brief description of each of the proposals submitted to the shareholders and the vote results are set forth below. Each director nominee was elected and proposals 2, 3 and 4 were approved.

Proposal 1: Election of directors.

Each of the director nominees identified below was elected at the Annual Meeting for a one-yearterm expiring at the Company's 2022 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.

For

Against

Abstentions

Broker Non-Votes

Shellye L. Archambeau

87,384,973 1,673,017 247,735 4,232,554

Amy Woods Brinkley

88,479,370 579,683 246,672 4,232,554

John F. Fort III

84,447,527 4,733,262 124,935 4,232,554

L. Neil Hunn

87,918,340 1,139,092 248,292 4,232,554

Robert D. Johnson

84,057,444 5,124,078 124,202 4,232,554

Laura G. Thatcher

85,803,257 3,253,384 249,084 4,232,554

Richard F. Wallman

83,650,811 5,530,041 124,872 4,232,554

Christopher Wright

84,265,423 4,915,958 124,343 4,232,554

Proposal 2: A non-bindingadvisory vote to approve the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Company's proxy statement.

For

Against

Abstentions

Broker
Non-Votes

75,308,502 13,687,039 310,183 4,232,554

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021.

For

Against

Abstentions

92,147,048 1,269,504 121,727

Proposal 4: Approval of the Roper Technologies, Inc. 2021 Incentive Plan.

For

Against

Abstentions

Broker
Non-Votes

82,610,234 6,566,071 129,419 4,232,554

Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number

Exhibit Description

3.1 Amended and Restated By-Laws of Roper Technologies, Inc.
10.1 Roper Technologies, Inc. 2021 Incentive Plan
10.2 Form of Performance Based Restricted Stock Award Agreement under the 2021 Incentive Plan
10.3 Form of Stock Option Award Agreement under the 2021 Incentive Plan
10.4 Form of Restricted Stock Award Agreement under the 2021 Incentive Plan
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).