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
November 26, 2019
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)
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| 1-12273 | | 51-0263969 |
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| (COMMISSION FILE NUMBER) | | (IRS EMPLOYER IDENTIFICATION NO.) |
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| 6901 Professional Pkway. East, Suite 200 | | |
| Sarasota, | Florida | | 34240 |
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| (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:
☐ 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))
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 November 25, 2019, Roper Technologies, Inc. (the “Company”) entered into a written long-term cash incentive opportunity arrangement with Neil Hunn, the Company’s President and Chief Executive Officer (the “Agreement”).
Pursuant to the terms of the Agreement, Mr. Hunn will be eligible to earn a certain long-term cash incentive amount based upon the Company’s performance during the five-year period commencing January 1, 2019 and concluding December 31, 2023 (the “Performance Period”), with a maximum incentive amount of $18.605 million ($20.0 million should the maximum incentive amount be contributed to the Company’s deferred compensation plan) should the Company satisfy certain cumulative Adjusted EBITDA (as defined in the Agreement) targets during the entire Performance Period.
The foregoing description of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Agreement, a copy of which is filed hereto as Exhibit 10.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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.
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| | | | Roper Technologies, Inc. | | | | |
| | | | (Registrant) | | | | |
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| | | BY: | /S/ John K. Stipancich | | Date: | November 26, 2019 | |
| | | | John K. Stipancich, Executive Vice President, General Counsel and Corporate Secretary | | | | |
