[DEFA14A] Rocket Lab Corporation Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Rocket Lab Corporation (NASDAQ: RKLB) has released Definitive Additional Proxy Materials (DEFA14A) ahead of its virtual 2025 Annual Meeting scheduled for August 27, 2025 at 1:30 p.m. PT. Shareholders of record as of the meeting date are asked to vote on four proposals:

• Election of three Class I directors – Jon Olson, Merline Saintil and Alex Slusky – for terms expiring in 2028.
• Ratification of Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2025.
• Advisory (non-binding) vote on named-executive-officer compensation (Say-on-Pay).
• Amendment to the Amended & Restated Certificate of Incorporation of subsidiary Rocket Lab USA, Inc. to remove the recently added pass-through voting provision that currently requires separate approvals by both Rocket Lab Corporation and its shareholders before specified subsidiary actions can occur.

The Board of Directors unanimously recommends “FOR” all items. Voting can be completed online at www.ProxyVote.com until 11:59 p.m. ET on August 26, 2025, or live during the virtual meeting at www.virtualshareholdermeeting.com/RKLB2025. No filing fee was required for this submission.

Positive

• Streamlined governance: Eliminating the subsidiary pass-through voting clause could speed decision-making and reduce administrative burden.

Negative

• Reduced shareholder oversight: Removing the pass-through voting requirement may lessen minority investors’ direct influence over subsidiary-level actions.

Insights

Corporate Governance Analyst

TL;DR – Routine proxy with one governance tweak; minimal financial impact.

The document is standard annual-meeting material. Items 1–3 (director elections, auditor ratification, Say-on-Pay) are customary and unlikely to meaningfully shift the investment thesis. The most notable change is Proposal 4, which removes the pass-through voting requirement at subsidiary Rocket Lab USA, potentially streamlining corporate actions. While it may enhance operational flexibility, it also marginally reduces minority-shareholder oversight. Overall, the filing carries low immediate financial impact but is relevant for investors monitoring governance structures.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐     Preliminary Proxy Statement

☐     Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐     Definitive Proxy Statement

ý     Definitive Additional Materials

☐     Soliciting Material Pursuant to Section 240.14a-12.

ROCKET LAB CORPORATION

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

ý     No fee required.

☐     Fee paid previously with preliminary materials.

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Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V76628-P35677 Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. ROCKET LAB CORPORATION 3881 MCGOWEN ST LONG BEACH, CA 90808 ROCKET LAB CORPORATION 2025 Annual Meeting Vote by August 26, 2025 11:59 PM ET You invested in ROCKET LAB CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on August 27, 2025. Vote Virtually at the Meeting* August 27, 2025 1:30 PM Pacific Time Virtually at: www.virtualshareholdermeeting.com/RKLB2025 Get informed before you vote View the Notice and Proxy Statement and Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to August 13, 2025. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Vote at www.ProxyVote.com Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. Voting Items Board Recommends V76629-P35677 1. Election of Class I Directors For Nominees: To be elected for terms expiring in 2028 01) Jon Olson 02) Merline Saintil 03) Alex Slusky 2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. For 3. To approve, on a non-binding advisory basis, the compensation of our named executive officers disclosed in the accompanying proxy statement. For 4. To approve an amendment to the Amended and Restated Certificate of Incorporation of Rocket Lab USA, Inc., our wholly owned subsidiary, to eliminate the recently added pass-through voting provision that requires approval by both us and our stockholders prior to certain actions being taken by or at Rocket Lab USA, Inc. For NOTE: The proxy holders will vote, in their discretion, on any other business as may properly come before the meeting or any adjournments or postponements thereof.

FAQ

When is Rocket Lab's 2025 virtual annual meeting?

The meeting will be held on August 27, 2025 at 1:30 p.m. Pacific Time via www.virtualshareholdermeeting.com/RKLB2025.

What proposals are RKLB shareholders voting on in 2025?

Shareholders will vote on electing three directors, ratifying Deloitte & Touche, approving Say-on-Pay, and amending a subsidiary charter to remove pass-through voting.

What is the Board’s recommendation for each RKLB proposal?

The Board recommends voting FOR all four proposals.

How can RKLB investors cast their votes before the meeting?

Votes can be submitted at www.ProxyVote.com using the control number until 11:59 p.m. ET on August 26, 2025.

Why is Rocket Lab proposing to remove the pass-through voting provision?

Management states the amendment will eliminate a recently added requirement that both the parent and its shareholders approve certain subsidiary actions, simplifying governance.