All items approved as management recommended. The increased share authorization provides flexibility for future equity grants but is routine. The overwhelming rejection of the shareholder proposal indicates no near-term strategic change. No trading implications from this filing.
Price Chart
Executive Summary
Roper Technologies held its 2026 Annual Meeting on May 19, 2026. Shareholders approved amendments to the 2021 Incentive Plan (adding 14,150,000 shares) and the Employee Stock Purchase Plan (adding 1,000,000 shares, increasing discount to 15% and payroll deduction cap to 15%), elected all nine director nominees, ratified PwC as auditor, and approved say-on-pay. A shareholder proposal for a strategic review of a potential spin-off was overwhelmingly rejected.
Key Facts
- Shareholders approved amendment to 2021 Incentive Plan, increasing authorized shares by 14,150,000 to a total of 23,409,479 shares.
- Shareholders approved amendment to ESPP, adding 1,000,000 new shares, increasing purchase discount from 10% to 15%, and raising payroll deduction limit from 10% to 15%.
- All nine director nominees were elected with strong support (votes for ranging from 86.3M to 89.2M).
- Say-on-pay proposal passed with 83.8M for, 5.3M against.
- Shareholder proposal requesting a strategic review of a spin-off of Application Software and Network Software segments was rejected (only 536,956 votes for, 88.5M against).
- Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026 passed with 88.5M votes for.
Financial Impact
Potential dilution from increased share authorization under the incentive plan and ESPP, but no immediate financial impact. The 14.15M new shares represent approximately 1.3% of current shares outstanding based on market cap.
Risk Factors
- Potential future dilution from equity awards under the expanded incentive plan.
- ESPP amendments increase employee participation and discount, which may marginally increase share issuance.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 6 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001193125-26-230480 |
| Document: d156759d8k.htm | 0001193125-26-230480 |
| Document: d156759dex102.htm | 0001193125-26-230480 |
| Document: 0001193125-26-230480-index-headers.html | 0001193125-26-230480 |
| Document: 0001193125-26-230480-index.html | 0001193125-26-230480 |
| Document: 0001193125-26-230480.txt | 0001193125-26-230480 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Aug 11, 2026 7w ago | Press Release | $399.50 $390.35 | ▼ −2.29% | ▼ −1.23% | $354.32 (−11.31%) |
Jul 27, 2026 9w ago | Insider Cluster | $390.92 $413.37 | ▲ +5.74% | ▲ +2.36% | $354.32 (−9.36%) |
Jul 23, 2026 10w ago | 8-K | $355.12 $410.45 | ▲ +15.58% | ▲ +12.27% | $354.32 (−0.23%) |
Jul 1, 2026 13w ago | Press Release | $354.68 $408.07 | ▼ −15.05% | ▼ −17.24% | $354.32 (+0.10%) |
May 19, 2026 19w ago | 8-K | $328.91 $329.97 | ▲ +0.32% | ▼ −0.66% | $354.32 (+7.73%) |
May 19, 2026 19w ago | Press Release | $328.91 $329.97 | ▲ +0.32% | ▼ −0.66% | $354.32 (+7.73%) |
May 18, 2026 19w ago | Press Release | $331.01 $337.33 | ▲ +1.91% | ▲ +0.33% | $354.32 (+7.04%) |
Apr 23, 2026 23w ago | 8-K | $363.76 $323.12 | ▼ −11.17% | ▼ −15.81% | $354.32 (−2.60%) |
Apr 23, 2026 23w ago | Press Release | $363.76 $323.12 | ▼ −11.17% | ▼ −15.81% | $354.32 (−2.60%) |
Apr 7, 2026 25w ago | DEFA14A | $358.83 $355.23 | ▼ −1.00% | ▼ −10.78% | $354.32 (−1.26%) |
US Market Status
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