Shareholders back Rocket Pharma board, auditor and pay plan in 2025 vote

Rhea-AI Filing Summary

Rocket Pharmaceuticals, Inc. (RCKT) filed a Form 8-K reporting the results of its 18 June 2025 Annual Meeting.

• Quorum: 91,366,461 shares represented, or approximately 85.56% of outstanding common stock.
• Director elections: All ten nominees were elected. “For” votes ranged from 55.35 M to 78.60 M, with David P. Southwell receiving the highest opposition (23.79 M withheld).
• Auditor ratification: EisnerAmper LLP approved with 90.70 M For, 0.14 M Against, 0.53 M Abstain.
• Say-on-Pay: Executive compensation passed on an advisory basis (77.19 M For, 1.44 M Against, 0.52 M Abstain).

The vote results indicate broad shareholder support for the board, management and governance practices; no other material events were disclosed.

Positive

• Strong shareholder engagement: 85.56% of outstanding shares were represented.
• Board stability: All ten director nominees elected with comfortable majorities.
• Auditor confidence: EisnerAmper LLP ratified with 99%+ approval.
• Executive pay endorsed: Say-on-Pay received overwhelming support, indicating investor alignment with compensation policy.

Negative

• Isolated opposition: Director David P. Southwell faced 23.8 M withheld votes, significantly higher dissent than peers.

Insights

Corporate Governance Expert

TL;DR: Routine AGM; all proposals passed comfortably, limited governance friction, no immediate red flags.

Shareholder turnout of 85.56% is solid for a mid-cap biotech and suggests active investor engagement. All directors were elected, reinforcing board continuity, though the 30% opposition to David Southwell signals some pocket of concern that the board may need to address. The near-unanimous ratification of EisnerAmper LLP and the 97% approval of Say-on-Pay indicate broad satisfaction with financial oversight and compensation policy. Overall impact is neutral from a governance-risk standpoint.

Portfolio Manager

TL;DR: Voting outcomes are standard; unlikely to move RCKT valuation in near term.

The 8-K covers only AGM vote tallies; no operational, pipeline or financial updates were included. Because all proposals passed with wide margins, there is no immediate catalyst—positive or negative—for the stock. A single director’s relatively low support warrants monitoring but is not expected to affect strategic execution. For portfolio positioning, today’s filing is informational rather than actionable.

8-K Event Classification

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

1 item

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.

Understanding 8-K Material Events →

false0001281895NASDAQ00012818952025-06-182025-06-18

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)

June 18, 2025

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 2025 Annual Meeting of Stockholders of Rocket Pharmaceuticals, Inc. (the “Company”) was held on June 18, 2025 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 91,366,461 shares of common stock, or approximately 85.56% of the total outstanding shares eligible to be voted. The holders present voted on the three proposals presented at the Annual Meeting as follows.

Proposal One - Election of Directors

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

Nominee	Votes For	Votes Withheld	Broker Non-Votes
Roderick Wong, M.D.	78,146,900	991,948	12,227,613
Elisabeth Björk, M.D., Ph.D.	76,976,311	2,162,537	12,227,613
Carsten Boess	78,224,283	914,565	12,227,613
Mikael Dolsten, M.D., Ph.D.	76,051,973	3,086,875	12,227,613
Pedro Granadillo	73,571,818	5,567,030	12,227,613
Gotham Makker, M.D.	73,798,301	5,340,547	12,227,613
Fady Malik, M.D., Ph.D.	78,249,290	889,558	12,227,613
Piratip Pratumsuwan	78,595,512	543,336	12,227,613
Gaurav Shah, M.D.	78,411,712	727,136	12,227,613
David P. Southwell	55,352,568	23,786,280	12,227,613

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, 2025 by the following votes:

Votes For		Votes Against		Abstentions
90,696,301		141,826		528,334

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 2025 Proxy Statement pursuant to Section 14A of the Exchange Act, including the Compensation Discussion and Analysis, the Summary Compensation Table, and the narrative disclosures that accompany the compensation tables. The final votes were:

Votes For		Votes Against		Abstentions		Broker Non-Votes
77,186,221		1,437,605		515,022		12,227,613

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: June 18, 2025	By:	/s/ Gaurav Shah, MD
		Gaurav Shah, MD
		Chief Executive Officer and Director

FAQ

How many Rocket Pharmaceuticals shares were voted at the 2025 Annual Meeting?

A total of 91,366,461 shares, representing approximately 85.56% of outstanding shares, were present in person or by proxy.

Did Rocket Pharmaceuticals shareholders approve the election of all directors in 2025?

Yes. All ten director nominees were elected, with “For” votes ranging from 55.35 M to 78.60 M.

Was the appointment of EisnerAmper LLP ratified by RCKT investors?

Yes. The auditor received 90,696,301 votes For, 141,826 Against and 528,334 Abstentions.

What was the outcome of Rocket Pharmaceuticals' 2025 Say-on-Pay vote?

The advisory compensation proposal passed with 77,186,221 votes For, 1,437,605 Against and 515,022 Abstentions.

Did any Rocket Pharmaceuticals director receive notable opposition in 2025?

Yes. David P. Southwell had 23,786,280 votes withheld, the highest level of dissent among nominees.