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Rocket Pharmaceuticals (RCKT) investors approve directors, pay and option exchange

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Rocket Pharmaceuticals, Inc. held its 2026 Annual Meeting of Stockholders, where holders of 80,774,659 common shares, representing approximately 74.02% of eligible shares, were present in person or by proxy. Stockholders elected seven directors, with support generally above 59 million votes for each nominee.

They ratified EisnerAmper LLP as independent registered accounting firm for the fiscal year ending December 31, 2026, with 79,195,009 votes for and 1,002,656 against. Stockholders also approved, on a non-binding advisory basis, the compensation of the named executive officers and approved a stock option exchange program as described in the 2026 Proxy Statement.

Positive

  • None.

Negative

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Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares represented 80,774,659 shares Present or by proxy at 2026 Annual Meeting
Participation rate 74.02% Approximate share of total outstanding eligible to vote
Auditor ratification votes for 79,195,009 votes EisnerAmper LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 61,389,376 votes Non-binding advisory vote on named executive officers’ compensation
Option exchange votes for 45,582,445 votes Stock option exchange program approval
Broker non-votes 17,490,515 shares On Proposals One, Three and Four
non-binding, advisory basis financial
"stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"
independent registered accounting firm financial
"ratified the appointment of EisnerAmper LLP as the Company’s independent registered accounting firm"
broker non-votes financial
"Votes For | | Votes Against | | Abstentions | | Broker Non-Votes 61,389,376 | | 1,671,016 | | 223,752 | | 17,490,515"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
stock option exchange program financial
"The Company’s stockholders approved the proposed stock option exchange program as described in the 2026 Proxy Statement."
Understanding 8-K Material Events →
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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 20, 2026

Rocket Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-36829
04-3475813
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)

9 Cedarbrook Drive
Cranbury, NJ 08512
(Address of principal executive offices, including zip code)

(609) 659-8001
(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):

☐
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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
Common stock, $0.01 par value
RCKT
The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The 2026 Annual Meeting of Stockholders of Rocket Pharmaceuticals, Inc. (the “Company”) was held on May 20, 2026 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 80,774,659 shares of common stock, or approximately 74.02% of the total outstanding shares eligible to be voted. The holders present voted on the four proposals presented at the Annual Meeting as follows.

Proposal One - Election of Directors

The Company’s stockholders approved the election of seven directors to the Company’s Board of Directors (“Board”) by the following votes:

Nominee
Votes For
Votes Withheld
Broker Non-Votes
Peter Fong, M.D.
62,067,824
1,216,320
17,490,515
Carsten Boess
62,711,345
572,799
17,490,515
Mikael Dolsten, M.D., Ph.D.
59,500,907
3,783,237
17,490,515
Fady Malik, M.D., Ph.D.
62,755,875
528,269
17,490,515
Gaurav Shah, M.D.
62,808,593
475,551
17,490,515
David P. Southwell
43,172,112
20,112,032
17,490,515
Roderick Wong, M.D.
62,699,331
584,813
17,490,515

Proposal Two - Ratification of Appointment of Independent Registered Accounting Firm

The Company’s stockholders ratified the appointment of EisnerAmper LLP as the Company’s independent registered accounting firm for the fiscal year ending December 31, 2026 by the following votes:

Votes For
Votes Against
Abstentions
79,195,009
1,002,656
576,994

Proposal Three - Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the 2026 Proxy Statement pursuant to Section 14A of the Exchange Act (the “2026 Proxy Statement”). The final votes were:

Votes For
Votes Against
Abstentions
Broker Non-Votes
61,389,376
1,671,016
223,752
17,490,515

Proposal Four – Stock Option Exchange Program

The Company’s stockholders approved the proposed stock option exchange program as described in the 2026 Proxy Statement. The final votes were:

Votes For
Votes Against
Abstentions
Broker Non-Votes
45,582,445
17,615,213
86,486
17,490,515

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.
Rocket Pharmaceuticals, Inc.



Date: May 21, 2026
By:
/s/ Gaurav Shah, MD


Gaurav Shah, MD


Chief Executive Officer and Director


Source: View Original Filing on SEC EDGAR

FAQ

What quorum was reached at Rocket Pharmaceuticals (RCKT) 2026 annual meeting?

A quorum was achieved with 80,774,659 Rocket Pharmaceuticals shares represented, about 74.02% of outstanding shares eligible to vote. This level of participation allowed all four proposals on the agenda to be validly considered and voted upon at the 2026 Annual Meeting.

Which directors were elected at Rocket Pharmaceuticals (RCKT) 2026 annual meeting?

Seven directors were elected: Peter Fong, Carsten Boess, Mikael Dolsten, Fady Malik, Gaurav Shah, David P. Southwell, and Roderick Wong. Each received more votes for than withheld, with most nominees receiving over 59 million votes in favor, confirming their positions on the board.

Did Rocket Pharmaceuticals (RCKT) stockholders ratify the 2026 auditor?

Yes. Stockholders ratified EisnerAmper LLP as Rocket Pharmaceuticals’ independent registered accounting firm for the fiscal year ending December 31, 2026, with 79,195,009 votes for, 1,002,656 votes against, and 576,994 abstentions recorded in the auditor ratification proposal.

How did Rocket Pharmaceuticals (RCKT) stockholders vote on executive compensation?

Stockholders approved, on a non-binding advisory basis, the compensation of Rocket Pharmaceuticals’ named executive officers. The advisory vote received 61,389,376 votes for, 1,671,016 against, 223,752 abstentions, and 17,490,515 broker non-votes, reflecting overall support for the disclosed pay program.

Was Rocket Pharmaceuticals (RCKT) stock option exchange program approved?

Yes. Stockholders approved Rocket Pharmaceuticals’ stock option exchange program as described in the 2026 Proxy Statement. The proposal received 45,582,445 votes for, 17,615,213 votes against, 86,486 abstentions, and 17,490,515 broker non-votes, authorizing implementation of the exchange program by the company.

What were broker non-votes at Rocket Pharmaceuticals (RCKT) 2026 meeting?

Broker non-votes totaled 17,490,515 shares on the director elections, say-on-pay proposal, and stock option exchange program. These shares were counted for quorum purposes but were not voted on those specific proposals, consistent with standard broker voting rules and practices.

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