Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

Effective June 9, 2020, Roper Technologies, Inc. (the "Company") amended its Amended and Restated By-Laws (as so amended, the "By-Laws") to add an "emergency" provision. Article 2, Section 2.08 has been added to provide that in the event that a quorum of the Company's Board of Directors or any of its committees cannot be readily convened for action because of an emergency, disaster or catastrophe (as referred to in Section 110 of the Delaware General Corporation Law (the "DGCL")), or other similar emergency condition (including an epidemic that has been recognized as an emergency from the federal government):



     •  a Board or committee meeting may be called by any director or officer by
        any feasible means, and notice of the meeting may be provided only to the
        directors that can be feasibly reached and by any feasible means


     •  the director(s) in attendance at the meeting shall constitute a quorum and
        may appoint one or more of the present directors to any standing or
        temporary committee as they deem necessary and appropriate

Article 4 Section 4.03(a) was also amended to remove any ambiguity regarding the standard for the removal of directors under the DGCL and the Company's Certificate of Incorporation.

A copy of the By-Laws is attached as Exhibit 3.1 and is incorporated by reference. The foregoing description of the By-Laws does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the attached By-Laws.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held its 2020 Annual Meeting of Shareholders on June 8, 2020 in Sarasota, Florida (the "Annual Meeting"). A brief description of each of the proposals submitted to the shareholders and the vote results are set forth below. Each director nominee was elected and proposals 2, 3 and 4 were approved.

Proposal 1: Election of directors.

Each of the director nominees identified below was elected at the Annual Meeting for a one-year term expiring at the Company's 2021 Annual Meeting of Shareholders and until their successors have been duly elected and qualified.



                              For           Withheld        Broker Non-Votes
Shellye L. Archambeau       90,879,541        563,305            4,227,456
Amy Woods Brinkley          91,123,992        318,854            4,227,456
John F. Fort III            88,092,999       3,349,847           4,227,456
L. Neil Hunn                90,205,576       1,237,270           4,227,456
Robert D. Johnson           87,071,375       4,371,471           4,227,456
Robert E. Knowling, Jr.     89,710,250       1,732,596           4,227,456
Wilbur J. Prezzano          86,312,604       5,130,242           4,227,456
Laura G. Thatcher           89,425,768       2,017,078           4,227,456
Richard F. Wallman          84,854,469       6,588,377           4,227,456
Christopher Wright          87,544,581       3,898,265           4,227,456

Proposal 2: A non-binding advisory vote to approve the compensation of the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and the related materials disclosed in the Company's proxy statement.

For Against Abstentions Broker Non-Votes 78,115,636 10,201,509 3,125,701 4,227,456

--------------------------------------------------------------------------------

Proposal 3: Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2020.



   For        Against    Abstentions
93,749,392   1,622,044     298,866

Proposal 4: Approval of an amendment to the Roper Technologies, Inc. Director Compensation Plan.

For Against Abstentions Broker Non-Votes 83,030,472 8,060,128 352,246 4,227,456

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
 Number          Exhibit Description

   3.1             Amended and Restated By-Laws of Roper Technologies, Inc.

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses