Roper Technologies (ROP) Proxy filing summary

Executive summary

• Achieved strong 2025 results: 12% GAAP revenue growth to $7.9B, 11% adjusted EBITDA growth to $3.14B, and 8% adjusted free cash flow growth to $2.47B.

• Deployed $3.3B in vertical-market software acquisitions, including CentralReach ($1.85B) and Subsplash ($800M).

• Authorized $3B share repurchase; repurchased 4.844M shares for $1.814B through Feb 2026.

• Increased annual dividend by 10%, marking 33 consecutive years of increases.

• Board and management emphasize disciplined capital deployment, operational excellence, and a decentralized model.

Voting matters and shareholder proposals

• Election of nine director nominees for one-year terms.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Approval of amendments to the 2021 Incentive Plan and Employee Stock Purchase Plan.

• Shareholder proposal for a strategic review of a spin-off of Application and Network Software segments; Board recommends voting against.

Board of directors and corporate governance

• Board consists of nine members, 89% independent, with an average tenure of 10 years and average age of 66.6.

• All directors except the CEO are independent; independent Chair since 2021.

• Annual director elections, majority voting standard, proxy access for shareholders, and mandatory retirement policies.

• Board committees: Audit, Compensation, Nominating and Governance, and Executive, all with independent members.

• Board actively oversees strategy, risk, succession planning, and sustainability.