Rocket Lab (NASDAQ: RKLB) 2026 meeting backs director, pay and governance change

Rhea-AI Filing Summary

Rocket Lab Corporation reported results of its 2026 Annual Meeting of Stockholders held on May 20, 2026. Stockholders elected Class II director Edward H. Frank for a term expiring at the 2029 annual meeting, with 297,673,425 votes for, 55,896,708 withheld, and 116,546,800 broker non-votes.

Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 467,440,986 votes for, 1,737,306 against, and 938,641 abstentions. They also approved, on a non-binding advisory basis, named executive officer compensation and a subsidiary merger eliminating a pass-through voting provision at Rocket Lab USA, Inc.

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.

Key Figures

Director election for votes: 297,673,425 votes Director election withheld votes: 55,896,708 votes Director election broker non-votes: 116,546,800 votes +3 more

6 metrics

Director election for votes 297,673,425 votes Votes for election of Edward H. Frank as Class II director

Director election withheld votes 55,896,708 votes Votes withheld for Edward H. Frank

Director election broker non-votes 116,546,800 votes Broker non-votes on director election proposal

Auditor ratification for votes 467,440,986 votes Votes for ratifying Deloitte & Touche LLP for 2026

Say-on-pay for votes 319,120,480 votes Votes for advisory approval of named executive officer compensation

Governance merger for votes 351,162,616 votes Votes for subsidiary merger removing pass-through voting provision

Key Terms

broker non-votes, non-binding advisory basis, independent registered public accounting firm, pass-through voting provision, +1 more

5 terms

broker non-votes financial

"The number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below."

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.

non-binding advisory basis financial

"The stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers disclosed..."

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"The stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm..."

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

pass-through voting provision financial

"approved a subsidiary merger to eliminate the recently added pass-through voting provision that requires approval by both the Company and the Company’s stockholders..."

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Understanding 8-K Material Events →

FALSE000181999400018199942026-05-202026-05-20

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 LAB CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39560			39-2182599
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)
3881 McGowen Street
Long Beach, California						90808
(Address of Principal Executive Offices)						(Zip Code)

Registrant’s Telephone Number, Including Area Code: 714 465-5737

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:

☐    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, par value $0.0001 per share

RKLB

Nasdaq Global Select 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.

(a)-(b) On May 20, 2026, the Company held its 2026 Annual Meeting of Stockholders (the “Meeting”). The Company’s stockholders considered four proposals at the Meeting, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 6, 2026. The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes with respect to each proposal voted upon are set forth below.

Proposal 1.    The stockholders elected one Class II director to hold office for a three-year term expiring at the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, by the following vote:

Name of Directors Elected

For

Withhold

Broker Non-Votes

Edward H. Frank

297,673,425

55,896,708

116,546,800

Proposal 2.    The stockholders ratified the appointment of Deloitte & Touche LLP to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, by the following vote:

For						Against						Abstain
467,440,986						1,737,306						938,641

Proposal 3.    The stockholders approved, on a non-binding advisory basis, the compensation of our named executive officers disclosed in the Company’s definitive proxy statement, based upon the votes set forth in the table below:

For						Against						Abstain						Broker Non-Votes
319,120,480						33,477,640						972,013						116,546,800

Proposal 4.    The stockholders approved a subsidiary merger to eliminate the recently added pass-through voting provision that requires approval by both the Company and the Company’s stockholders prior to certain actions being taken by or at Rocket Lab USA, Inc., the Company’s wholly owned subsidiary, based upon the votes set forth in the table below:

For						Against						Abstain						Broker Non-Votes
351,162,616						1,863,925						543,592						116,546,800

There were no broker non-votes with respect to Proposal 2.

No other items were presented for stockholder approval at the Meeting.

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 LAB CORPORATION
Date:			May 21, 2026			By:			/s/ Arjun Kampani
									Arjun Kampani Senior Vice President, General Counsel and Corporate Secretary

FAQ

What did Rocket Lab (RKLB) stockholders vote on at the 2026 annual meeting?

Rocket Lab stockholders voted on four items: electing one Class II director, ratifying Deloitte & Touche LLP as auditor, approving executive compensation on an advisory basis, and approving a subsidiary merger to remove a pass-through voting provision at Rocket Lab USA, Inc.

Who was elected as director at Rocket Lab’s 2026 annual meeting and how many votes did they receive?

Edward H. Frank was elected as a Class II director. He received 297,673,425 votes for election, with 55,896,708 votes withheld and 116,546,800 broker non-votes, securing a three-year term expiring at the 2029 annual meeting of stockholders.

Did Rocket Lab (RKLB) stockholders approve the auditor for fiscal year 2026?

Yes, stockholders ratified Deloitte & Touche LLP as Rocket Lab’s independent registered public accounting firm for the year ending December 31, 2026. The vote was 467,440,986 for, 1,737,306 against, and 938,641 abstentions, with no broker non-votes recorded on this proposal.

How did Rocket Lab (RKLB) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of Rocket Lab’s named executive officers. The vote totaled 319,120,480 for, 33,477,640 against, 972,013 abstentions, and 116,546,800 broker non-votes, reflecting support for the pay program disclosed in the definitive proxy statement.

What governance change was approved through Rocket Lab’s subsidiary merger proposal?

Stockholders approved a subsidiary merger aimed at eliminating a pass-through voting provision at Rocket Lab USA, Inc. The provision had required approval by both Rocket Lab and its stockholders before certain subsidiary actions. The merger was approved with 351,162,616 for, 1,863,925 against, and 543,592 abstentions.

Were there any other items for approval at Rocket Lab’s 2026 annual meeting?

No, only four proposals were presented: director election, ratification of Deloitte & Touche LLP, advisory approval of executive compensation, and the subsidiary merger regarding the pass-through voting provision. The company stated that no other items were submitted for stockholder approval at the meeting.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.3 KB