Roper Technologies, Inc. | Special Shareholder Meeting Improvement at Roper Technologies, Inc.

Status
Omitted
Previous AGM date
Proposal number
4
Resolution details
Company ticker
ROP
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
Proposal 4 – Special Shareholder Meeting Improvement Shareholders ask our Board of Directors to take the steps necessary to amend the appropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting or the owners of the lowest percentage of shareholders, as governed by state law, the power to call a special shareholder meeting. Such a special shareholder meeting can be an easy way to convene online shareholder meetings. There is no concern that allowing 10% of shares to call for a special shareholder meeting is too easy. It is almost unheard of for any special shareholder meeting, called for by shareholders, to ever occur at any company even though a significant number of companies allow 10% of shareholders to call for a special shareholder meeting. In the vast majority of cases or in most cases, once a special meeting is called for by shareholders, the issues behind calling for a special shareholder meeting are quickly resolved. To guard against the Roper Technologies Directors and management becoming complacent shareholders need the ability to call a special shareholder meeting to help the Board adopt new strategies when Roper Technologies underperforms. The proponent of this proposal timely submitted a 2025 rule 14a‑8 proposal to Roper on this same topic but it did not appear on the 2025 Roper annual meeting ballot. It is believed that Mr. Mike Peterson, Roper Assistant General Counsel, used dishonest means to prevent the 2025 proposal from appearing on the 2025 Roper annual meeting ballot. There is evidence for this belief. Now could be a ripe time for this policy since ROP stock was at $505 in 2021 and was at only $445 in late 2025 despite a robust stock market. Following the Q3 Roper earnings report and lowered guidance, several financial analysts downgraded Roper or lowered their price targets. For example, Barclays lowered its price target to $506 and maintained an “Underweight” rating, while RBC Capital downgraded the stock to “Sector Perform” from “Outperform.” Zacks Research also reduced its FY2025 EPS estimates for Roper. Roper’s premium valuation made investors particularly sensitive to any signs of slowing growth, contributing to the strong negative market reaction to mixed results. In November 2025, the CEO sold a significant number of shares, which contributed to a “negative” reaction.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.