ROCKET PHARMACEUTICALS, INC. 8-K

What Happened

• Rocket Pharmaceuticals, Inc. (RCKT) filed an 8-K reporting the results of its Annual Meeting held May 20, 2026. Holders of 80,774,659 shares (about 74.02% of outstanding eligible shares) were present in person or by proxy.
• Stockholders elected seven directors to the Board, ratified EisnerAmper LLP as the company’s independent registered public accounting firm for 2026, approved a non‑binding advisory vote on executive compensation, and approved a proposed stock option exchange program.

Key Details

• Meeting attendance: 80,774,659 shares voted (≈74.02% of outstanding eligible shares).
• Director elections (votes For / Withheld; broker non-votes = 17,490,515 for all director tallies):
  • Peter Fong, M.D.: 62,067,824 For / 1,216,320 Withheld
  • Carsten Boess: 62,711,345 For / 572,799 Withheld
  • Mikael Dolsten, M.D., Ph.D.: 59,500,907 For / 3,783,237 Withheld
  • Fady Malik, M.D., Ph.D.: 62,755,875 For / 528,269 Withheld
  • Gaurav Shah, M.D.: 62,808,593 For / 475,551 Withheld
  • David P. Southwell: 43,172,112 For / 20,112,032 Withheld
  • Roderick Wong, M.D.: 62,699,331 For / 584,813 Withheld
• Proposal 2 (ratify auditor): EisnerAmper LLP ratified — 79,195,009 For / 1,002,656 Against / 576,994 Abstentions.
• Proposal 3 (advisory vote on NEO compensation): Approved (non‑binding) — 61,389,376 For / 1,671,016 Against / 223,752 Abstain; broker non-votes: 17,490,515.
• Proposal 4 (stock option exchange program): Approved — 45,582,445 For / 17,615,213 Against / 86,486 Abstain; broker non-votes: 17,490,515.

Why It Matters

• The Board remains composed of seven directors, so governance continuity is preserved. The large number of withheld votes for director David P. Southwell (20,112,032) is a notable voting outcome that investors may watch for future governance discussions.
• Approval of the stock option exchange program is material because it can affect equity compensation, outstanding option economics, and shareholder dilution depending on the program’s terms (as described in the proxy). The auditor ratification and a favorable advisory vote on executive pay remove near‑term procedural uncertainties.
• Broker non‑votes (17,490,515 shares) appeared on several proposals; these represent shares held by brokers that were not voted without client instructions and can be relevant to vote outcomes.