01—Abstract
Summary
Summary of the 8-K filed May 19, 2026. Cited figures are marked; the original filing is the authoritative source.
At its 2026 Annual Meeting on May 19, 2026, Roper Technologies, Inc. (ROP) shareholders approved an amendment to the Roper Technologies, Inc. 2021 Incentive Plan.
The amendment adds 14,150,000 new shares of common stock, bringing the total approved for awards under the plan to 23,409,479 shares, including 9,259,479 shares previously approved in 2021. It also eliminates an exception to the one-year minimum vesting requirement for awards to non-employee directors. Shareholders also approved an amended and restated Employee Stock Purchase Plan, effective July 1, 2026.
The plan adds 1,000,000 new shares, bringing the total approved for purchase to 2,000,000 shares. Participants may now contribute up to 15%a of compensation through payroll deductions, up from 10%, and the purchase discount increases from 10% to 15%. The number of offering periods falls from four three-month periods to two.
All nine director nominees were elected to one-year terms, and shareholders approved the say-on-pay advisory vote, the ratification of PricewaterhouseCoopers LLP as auditor for 2026, and both incentive plan proposals. A shareholder proposal asking for a strategic review of a proposed spin-off of the Application Software and Network Software segments was not approved, receiving 536,956 votes for and 88,537,496 against.
02—Key points
Key Highlights
- The 2021 Incentive Plan amendment adds 14,150,000 shares, for a total of 23,409,479 shares approved for awards.
- The amendment removes the exception to the one-year minimum vesting requirement for non-employee director awards.
- The amended ESPP adds 1,000,000 shares, for a total of 2,000,000 shares approved for purchase, and takes effect July 1, 2026.
- ESPP payroll deductions rise from a maximum of 10% to 15% of compensation, and the purchase discount rises from 10% to 15%.
- ESPP offering periods are reduced from four three-month periods to two three-month periods.
- All nine director nominees were elected to one-year terms expiring at the 2027 Annual Meeting.
- A shareholder proposal for a strategic review of a proposed spin-off of the Application Software and Network Software segments was not approved, with 88,537,496 votes against and 536,956 for.
03—Questions
Frequently Asked Questions
What changed in the Roper Technologies 2021 Incentive Plan?
Shareholders approved an amendment that added 14,150,000 new shares of common stock for awards. Together with the 9,259,479 shares previously approved in 2021, the plan now covers 23,409,479 shares. The amendment also eliminated an exception to the one-year minimum vesting requirement for awards to non-employee directors.
How did the Employee Stock Purchase Plan change?
The amended and restated ESPP, effective July 1, 2026, adds 1,000,000 shares for a total of 2,000,000 approved for purchase. Maximum payroll deductions increase from 10% to 15% of compensation, the purchase discount increases from 10% to 15%, and offering periods decrease from four to two three-month periods.
Did shareholders approve the proposal for a spin-off strategic review?
No. The shareholder proposal regarding a strategic review of a proposed spin-off of the Application Software and Network Software segments was not approved. It received 536,956 votes for, 88,537,496 against, 510,953 abstentions and 3,763,752 broker non-votes.
Were the director nominees elected and the auditor ratified?
Yes. All nine director nominees were elected to one-year terms expiring at the 2027 Annual Meeting. Shareholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 88,546,277 votes for and 4,766,958 against.
How did shareholders vote on executive compensation?
In the non-binding advisory say-on-pay vote, shareholders approved the compensation of the named executive officers, with 83,849,113 votes for, 5,263,112 against, 473,255 abstentions and 3,763,677 broker non-votes.
04—Continue