8-K – 2026-05-19 – d156759d8k.htm

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8-K

ROPER TECHNOLOGIES INC false 0000882835 0000882835 2026-05-19 2026-05-19
 
 
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
May 19, 2026
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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.

Amendment to Roper Technologies, Inc. 2021 Incentive Plan
Roper Technologies, Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders on May 19, 2026, in Sarasota, Florida (the “Annual Meeting”). At the Annual Meeting, the shareholders of the Company approved an amendment to the Roper Technologies, Inc. 2021 Incentive Plan (the original plan, the “2021 Plan,” and as amended as of May 19, 2026, the “Amended 2021 Plan”).
In general, the Amended 2021 Plan continues to allow the Compensation Committee of the Company’s Board of Directors to grant cash or equity-based compensation, primarily in the form of stock options, stock appreciation rights, restricted or unrestricted stock, restricted or deferred stock units, other stock- or cash-based awards, certain performance awards and dividend equivalents, to Company non-employee directors, officers and other employees of the Company and certain consultants to the Company. The purpose of the Amended 2021 Plan continues to be to promote the success and enhance the value of the Company by linking the individual interests of potential awardees to those of Company shareholders by providing such awardees with awards that incentivize performance or service and help the Company motivate, attract, and retain the services of potential awardees. Subject to adjustment as described in the Amended 2021 Plan and the Amended 2021 Plan’s share counting rules, a total of 23,409,479 shares of common stock, par value $0.01 per share, of the Company (“Common Stock”) have been approved for issuance or transfer for awards (consisting of 14,150,000 new shares approved in 2026 at the Annual Meeting and 9,259,479 shares previously approved by the Company’s shareholders for the 2021 Plan in 2021).
In particular, Company shareholder approval of the amendment to the 2021 Plan at the Annual Meeting: (1) increased the number of shares for issuance or transfer under the Amended 2021 Plan by 14,150,000 new shares of Common Stock; and (2) eliminated an exception to the one-year minimum vesting requirements for awards to Company non-employee directors.
A more detailed description of the Amended 2021 Plan was set forth in the Company’s definitive Proxy Statement for the Annual Meeting filed with the Securities and Exchange Commission on April 7, 2026 (the “Proxy Statement”) under the heading “Proposal 4: Approval of an Amendment to the Roper Technologies, Inc. 2021 Incentive Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended 2021 Plan, a copy of which is filed herewith as Exhibit 10.1 and incorporated herein by reference.
Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan
At the Annual Meeting, the shareholders of the Company also approved an amendment and restatement of the Roper Technologies, Inc. Employee Stock Purchase Plan (the original plan, the “ESPP,” and as amended and restated effective July 1, 2026, the “Amended ESPP”). The Amended ESPP will become effective on July 1, 2026.
The purpose of the Amended ESPP is to help ensure that the Company is able to continue to provide employees interested in participating in the Amended ESPP with the opportunity to share in the Company’s future success by acquiring shares of Common Stock under purchase options. Subject to adjustments as described in the Amended ESPP, a total of 2,000,000 shares of Common Stock have been approved for purchase (consisting of 1,000,000 new shares approved in 2026 at the Annual Meeting and 1,000,000 shares previously approved by the Company’s shareholders for the ESPP in 2000).
In particular, Company shareholder approval of the Amended ESPP at the Annual Meeting (1) increased the aggregate number of shares of Common Stock authorized to be issued and sold under the Amended ESPP by 1,000,000; (2) increased participants’ permissible payroll deductions from a maximum of 10% to a maximum of 15% of compensation; (3) increased the discount applicable to purchases of Common Stock from 10% to 15%; (4) reduced the number of offering periods from four three-month offering periods to two three-month offering periods; and (5) made certain other administrative and conforming changes.

A more detailed description of the Amended ESPP was set forth in the Company’s definitive Proxy Statement for the Annual Meeting under the heading “Proposal 5: Approval of the Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan.” The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the Amended ESPP, a copy of which is filed herewith as Exhibit 10.2 and incorporated herein by reference.
 

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

The Company held the Annual Meeting on May 19, 2026, in Sarasota, Florida. 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, 4 and 5 were approved. Proposal 6 was not approved.
Proposal 1: Election of directors.
Each of the director nominees identified below was elected at the Annual Meeting for a one-year term expiring at the Company’s 2027 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.
 

 
  
For
 
  
Against
 
  
Abstentions
 
  
Broker Non-Votes
 

Shellye L. Archambeau

  
 
86,686,133
 
  
 
2,860,162
 
  
 
39,185
 
  
 
3,763,677
 

Amy Woods Brinkley

  
 
88,030,769
 
  
 
1,497,221
 
  
 
57,490
 
  
 
3,763,677
 

Irene M. Esteves

  
 
86,695,789
 
  
 
803,334
 
  
 
86,357
 
  
 
3,763,677
 

L. Neil Hunn

  
 
89,065,993
 
  
 
472,469
 
  
 
47,018
 
  
 
3,763,677
 

Robert D. Johnson

  
 
87,466,644
 
  
 
2,046,905
 
  
 
71,931
 
  
 
3,763,677
 

Thomas P. Joyce, Jr.

  
 
89,114,986
 
  
 
433,221
 
  
 
37,273
 
  
 
3,763,677
 

John F. Murphy

  
 
89,151,789
 
  
 
396,788
 
  
 
36,903
 
  
 
3,763,677
 

Laura G. Thatcher

  
 
86,658,125
 
  
 
2,890,002
 
  
 
37,353
 
  
 
3,763,677
 

Richard F. Wallman

  
 
86,315,141
 
  
 
3,199,150
 
  
 
71,189
 
  
 
3,763,677
 

Proposal 2: A non-binding advisory 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

83,849,113
 
5,263,112
 
473,255
 
3,763,677

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
 

For

 
Against

 
Abstentions

88,546,277
 
4,766,958
 
35,922

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

For

 
Against

 
Abstentions

 
Broker Non-Votes

84,126,250
 
5,239,271
 
219,959
 
3,763,677

Proposal 5: Approval of the Amended and Restated Roper Technologies, Inc. Employee Stock Purchase Plan.
 

For

 
Against

 
Abstentions

 
Broker Non-Votes

89,462,203
 
74,544
 
48,733
 
3,763,677

Proposal 6: Shareholder proposal regarding a strategic review of a proposed spin-off of the Application Software and Network Software segments.
 

For

 
Against

 
Abstentions

 
Broker Non-Votes

536,956
 
88,537,496
 
510,953
 
3,763,752

 

Item 9.01.
Financial Statements and Exhibits.

(d)  Exhibits .
 

10.1
  
Roper Technologies, Inc. 2021 Incentive Plan, as amended through May 19, 2026.

10.2
  
Roper Technologies, Inc. Employee Stock Purchase Plan, as amended and restated effective July 1, 2026.

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)

Date: May 19, 2026
 

 
By:
 
/s/ John K. Stipancich

 

 

 
John K. Stipancich

 

 

 
Executive Vice President, General Counsel and Corporate Secretary