UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



FORM 8-K
CURRENT REPORT


Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):
May 9, 2008


ROGERS CORPORATION
(Exact name of Registrant as specified in Charter)

Massachusetts

1-4347

06-0513860

(State or Other Jurisdiction of

Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

One Technology Drive, P.O. Box 188, Rogers, Connecticut 06263-0188

(Address of Principal Executive Offices and Zip Code)

(860) 774-9605
(Registrant’s telephone number, including area code)

Not Applicable
(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 (see General Instruction A.2. below):

Written communications 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))




Item 1.01 Entry into a Material Definitive Agreement

On May 9, 2008, the shareholders of Rogers Corporation approved the Third Amendment to Rogers Corporation 2005 Equity Compensation Plan (the “Third Amendment”), which had been previously approved by the Board of Directors on October 25, 2007. The Third Amendment permits discretionary grants of restricted stock awards and unrestricted stock awards to non-management directors. The Third Amendment is filed herewith as Exhibit 10.1.

Item 7.01 Regulation FD Disclosure.

Rogers Corporation held its annual meeting of shareholders on May 9, 2008 in Hartford, CT. A copy of the press release is furnished herewith as Exhibit 99.1.




Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.

 

Description

 

10.1

Third Amendment to Rogers Corporation 2005 Equity Compensation Plan, filed herewith.

 
99.1

Press release, dated May 9, 2008, issued by Rogers Corporation (furnished herewith pursuant to Item 7.01).




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.

ROGERS CORPORATION

 

 

 

 

By:

/s/ Dennis M. Loughran

Dennis M. Loughran

Vice President, Finance and

Chief Financial Officer

 

Date:

May 9, 2008