As is the case with the shares of common stock which are currently authorized but unissued, if this proposal to amend the Company's Articles to increase the authorized number of shares of common stock is approved by the shareholders, the Board will have authority to issue additional shares of common stock from time to time without further action on the part of shareholders, except as may be required by applicable law or by the rules of any stock exchange or market on which the Company's securities may then be listed or authorized for quotation.

        Our Articles do not include any preemptive or other rights of shareholders to subscribe for any shares of common stock which may in the future be issued by the Company, which meansanti-pledging policy that current shareholders do not have a prior right to purchase any new issue of common stock in order to maintain their proportionate ownership of common stock.

        Although we do not have any specific plans, arrangements or understandings for the newly authorized but unissued shares of common stock that would be available following the increase in authorized shares, we view the issuance of common stock and warrants to purchase common stock as our principal source of operating capital until such time as we may begin to generate positive cash flow from operations.

        The additional shares of common stock that we are seeking authorization for may be used for such corporate purposes as the Board may determine from time to time to be necessary or desirable. These purposes may include, without limitation: issuing shares under our incentive plans, raising capital through the sale of common stock and/or warrants to purchase common stock and acquiring other businesses in exchange for shares of common stock.

        The authorization of the additional shares of common stock by this proposal would not have any immediate dilutive effect on the proportionate voting power or other rights of existing shareholders, but, to the extent that the additional authorized shares are issued in the future, it will decrease the existing shareholders' percentage equity ownership and, depending on the price at which they are issued, could be dilutive to existing shareholders and have a negative effect on the trading price of our common stock.

Implementation

        If the amendment is approved by our shareholders, we must file an amendment with the Michigan Department of Licensing and Regulatory Affairs in order for the amendment to become effective. If we obtain shareholder approval of the amendment, we intend to file the amendment as soon as practicable.

        If shareholders approve this Proposal 2 together with Proposal 3 (to reincorporate the Company from the State of Michigan to the State of Delaware), the Company will (A) implement this Proposal 2 first and (2) amend, prior to implementation of Proposal 3, Section 4.1 of the Delaware Certificate (as defined in Proposal 3) to reflect the shareholder-approved increase in authorized shares .

Effect of Failure to Obtain Shareholder Approval

        If we do not obtain shareholder approval for this proposal to amend our Articles to increase the authorized number of shares of our common stock from 120,000,000 to 170,000,000, we may not have the ability to raise sufficient capital to continue to operate our business or have sufficient shares authorized to effect strategic transactions in the future where the consideration would otherwise be capital stock.

Vote Required

        Approval of the proposal to amend the Articles to increase the number of authorized shares of the Company's common stock requires an affirmative vote of a majority of the votes entitled to be cast on the matter. Abstentions and broker non-votes will have the same effect on the result of this vote as votes cast AGAINST this proposal.

        If you do not hold your shares in street name and respond but do not indicate how you want to vote on the amendment, your proxy will be counted as a vote in favor of such proposal.

THE BOARD RECOMMENDS A VOTE "FOR"
AN AMENDMENT TO THE COMPANY'S ARTICLES OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF THE COMPANY'S COMMON STOCK

PROPOSAL 3
REINCORPORATION OF THE COMPANY FROM MICHIGAN TO DELAWARE

Introduction

        Our Board of Directors has approved and recommends that our shareholders approve a proposal to change the Company's state of incorporation from Michigan to Delaware (the "Reincorporation"). If our shareholders approve this proposal, the Company intends to consummate the Reincorporation as soon as practicable thereafter by implementing the Plan of Conversion (as described below). In this proxy statement, we sometimes refer to the Company as a Michigan corporation before the Reincorporation as "Rockwell-Michigan" and the Company as a Delaware corporation after the Reincorporation as "Rockwell-Delaware."

        Assuming the shareholders approve this proposal and the Reincorporation becomes effective, the principal effects immediately following the Reincorporation will be that:

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the name of the Company following the Reincorporation will remain "Rockwell Medical, Inc."



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the Company will become subject to Delaware corporation laws, and the Company's existing Articles of Incorporation (the "Michigan Articles") and Bylaws (the "Michigan Bylaws," and together with the Michigan Articles, the "Michigan Organizational Documents") will be replaced by a new Delaware certificate of incorporation (the "Delaware Certificate") and bylaws (the "Delaware Bylaws," and together with the Delaware Certificate, the "Delaware Organizational Documents"), as more fully described below;



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Rockwell-Delaware will: (a) be deemed to be the same entity as Rockwell-Michigan for all purposes under Michigan and Delaware law, and (b) continue to have and succeed to all of the rights, privileges and powers of Rockwell-Michigan, except for the changes that result from being governed by Delaware law, the Delaware Certificate and the Delaware Bylaws;



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The Company's capitalization will remain the same with each outstanding share of Rockwell-Michigan common stock automatically converting to represent an outstanding share of Rockwell-Delaware common stock, and each outstanding option, warrant or other right to acquire shares of Rockwell-Michigan common stock automatically converting to represent an outstanding option, warrant or other right to acquire shares of Rockwell-Delaware common stock; and



•

other than the change in corporate domicile, the Reincorporation itself will not result in any change in the business, physical location, management, assets or liabilities of the Company, nor will it result in any change in the location of our current employees, including management.

        Shareholders are urged to read this proposal carefully, including the attached exhibits, before voting on the Reincorporation Proposal. The relevant appendices that should be reviewed along with this proposal are:

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Appendix A: Form of Plan of Conversion



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Appendix B: Delaware Certificate



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Appendix C: Delaware Bylaws

        The following discussion summarizes material provisions of the proposed Reincorporation. This summary is subject to and qualified in its entirety by the full texts of the Delaware Certificate and Delaware Bylaws in substantially the forms attached as appendices to this Proxy Statement. Copies of the Michigan Organizational Documents are publicly available as exhibits to reports we have previously filed with the SEC.

Mechanics of Reincorporation

        The Reincorporation will be effected pursuant to the Plan of Conversion to be adopted by Rockwell-Michigan in accordance with Section 745 of the Michigan Business Corporation Act (the "MBCA") and Section 265 of the Delaware General Corporation Law (the "DGCL").

        Among other things, the Plan of Conversion provides that the Company will convert into a Delaware corporation and become subject to Delaware law. By virtue of the conversion, all of the rights, privileges and powers of Rockwell-Michigan, as well as all assets and liabilities belonging Rockwell-Michigan immediately prior to the Reincorporation will remain the rights, privileges, powers, assets and liabilities of Rockwell-Delaware following the consummation of the Reincorporation. The consolidated financial condition and results of operations of Rockwell-Delaware immediately after consummation of the Reincorporation will be the same as those of Rockwell-Michigan immediately prior to consummation of the Reincorporation.

        The Plan of Conversion requires that filings be made with the Bureau of Commercial Services of the Michigan Department of Labor & Economic Growth and the Secretary of State of the State of Delaware, including: (1) filing a certificate of conversion in Michigan, and (2) filing in Delaware: (i) a certificate of conversion and (ii) the Delaware Certificate. Approval of the Reincorporation will also constitute approval of the forms of each of the Plan of Conversion, the Michigan certificate of conversion, the Delaware certificate of conversion, the Delaware Certificate and the Delaware Bylaws, in each case, substantially in the forms appended to this proxy statement as exhibits. Pursuant to the Plan of Conversion, the Company will also take all other actions and make all other filings necessary to complete the Reincorporation, including updating local, state and Federal regulatory and licensing bodies.

        The Plan of Conversion has been unanimously approved by the Board and may be amended or modified prior to consummation of the Reincorporation, provided that the amendment or modification does not materially alter or change the terms and conditions of the Plan of Conversion in a manner that adversely affects the Company's shareholders. The Reincorporation may also be delayed by the Board, and the Plan of Conversion may be terminated or abandoned at any time prior to consummation of the Reincorporation, depending on the facts and circumstances at the time and the best interests of the Company and its shareholders. However, at present, if the Company's shareholders approve this Proposal 3 at the Annual Meeting, the Company intends to consummate the Reincorporation as soon as practicable thereafter.

Automatic Conversion of Securities

        Concurrent with the consummation of the Reincorporation, each outstanding share of common stock of Rockwell-Michigan will automatically convert into one share of common stock of Rockwell-Delaware and each outstanding option, warrant or other right to acquire shares of Rockwell-Michigan common stock will constitute an option, warrant or other right to acquire an equal number of shares of Rockwell-Delaware common stock. Rockwell-Michigan share certificates and book-entry positions will automatically represent shares and book-entry positions of Rockwell-Delaware upon the effectiveness of the Reincorporation. Shareholders who hold Rockwell-Michigan share certificates will not be required to surrender or exchange those share certificates in connection with the Reincorporation.

        Following the consummation of the Reincorporation, the Company's common stock will remain listed on the Nasdaq Global Market under the symbol "RMTI" and American Stock Transfer & Trust Company will continue to be the transfer agent and registrar for the Company's common stock. Additionally, all registration statements of Rockwell-Michigan on file with the Commission and immediately prior to the Reincorporation will continue to relate to Rockwell-Delaware.

Principal Reasons for the Reincorporation Proposal

        Because state corporate law governs the internal affairs of a corporation, choice of a state domicile is an extremely important decision for a public company. Management and boards of directors of corporations look to state corporate law, and judicial interpretations of state corporate law, to guide their decision-making on many key issues, including determining appropriate governance policies and procedures, understanding their fiduciary obligations to shareholders and evaluating key strategic alternatives for a corporation, including mergers, acquisitions and divestitures. Our Board and management believe that it is important for us to be able to draw upon well-established principles of corporate governance in making legal and business decisions. The primary purpose for effecting the Reincorporation is the prominence and predictability of Delaware corporate law, which provides a reliable foundation on which our governance decisions can be based. We believe that our shareholders will benefit from the predictability of Delaware corporate law and the responsiveness of the Delaware judiciary to their needs and to the needs of the corporation they own.

        The principal factors the Board considered in deciding to pursue and recommending that our shareholders approve the proposed Reincorporation are summarized below:

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greater predictability, flexibility and responsiveness of Delaware law to corporate needs;



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access to specialized courts;



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enhanced ability of Delaware corporations to attract and retain directors and officers; and



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greater certainty with respect to indemnification and limitation of liability for directors.

        Predictability, Flexibility and Responsiveness of Delaware Law.    Delaware has adopted comprehensive and flexible corporate laws that are updated regularly to meet changing business circumstances. The Delaware General Assembly each year considers statutory amendments to the DGCL that the Corporation Law Section of the Delaware State Bar Association proposes in an effort to ensure the DGCL continues to be responsive to the changing needs of businesses. The Delaware legislature is therefore seen as sensitive to and experienced in addressing issues regarding corporate law and is especially responsive to developments in modern corporate law. The Delaware Secretary of State is viewed as particularly flexible and responsive in its administration of the filings required for mergers, acquisitions and other corporate transactions. Delaware has become a preferred domicile for many major American corporations and its corporate law and administrative practices have become comparatively well-known and widely understood. In addition, Delaware case law provides a well-developed body of law defining the duties and decision-making processes expected of boards of directors in evaluating potential or proposed extraordinary corporate transactions. As a result of these factors, it is anticipated that Delaware law provides more efficiency, predictability and flexibility in our legal affairs than is presently available under Michigan law.

        Access to Specialized Courts.    Cases involving corporate law issues are adjudicated in a specialized Chancery Court in Delaware and the Delaware Supreme Court, which are each highly regarded. These courts have developed considerable expertise in dealing with corporate legal issues, as well as a substantial and influential body of case law construing Delaware's corporate law and has streamlined procedures and processes that help provide relatively quick decisions.

        Enhanced Ability to Attract and Retain Directors and Officers.    The Board believes that the Reincorporation enhances our ability to attract and retain qualified directors and officers, as well as encourage directors and officers to continue to make independent decisions in good faith on behalf of the Company. We are in a competitive industry and we compete for talented individuals to serve on our management team and on our Board. The majority of public companies are incorporated in Delaware. Not only is Delaware law more familiar to directors, it also offers greater certainty and stability from the perspective of those who serve as corporate officers and directors. The parameters of

director and officer liability have been more extensively addressed in Delaware court decisions and, accordingly, are better defined and better understood than under Michigan law. Note that directors' personal liability is not, and cannot be, eliminated under Delaware law for intentional misconduct, bad faith conduct or any transaction from which the director derives an improper personal benefit. The Board believes that the Reincorporation provides appropriate protection for shareholders from possible abuses by directors and officers, while enhancing our ability to recruit and retain directors and officers. We believe that the better understood and comparatively stable corporate environment afforded by Delaware law would enable us to compete more effectively with other public companies in the recruitment of talented and experienced directors and officers.

        More Certainty Regarding Indemnification and Limitation of Liability for Directors.    In general, both Michigan and Delaware permit a corporation to include a provision in its charter which reduces or limits the monetary liability of directors for breaches of fiduciary duties, subject to certain exceptions further discussed in "Limitation or Elimination of Directors' Personal Liability" below. We believe that Delaware case law regarding a corporation's ability to limit director liability and to indemnify and advance litigation expenses to directors and officers is more developed and provides more guidance than Michigan case law.

Certain Risks Associated with the Reincorporation

        Notwithstanding the belief of our Board of Directors as to the benefitsapplies to our shareholdersdirectors. See “Compensation of the Reincorporation, there can be no assurance that the Reincorporation will result in the benefits discussed in this proxy statement, including the benefits of or resulting from reincorporation in the State of Delaware, the ability to attractExecutive Officers-Anti-Hedging and retain qualified directors and officers or certain changes in our corporate governance.

Anti-Takeover Implications

        Delaware, like many other states (including Michigan), permits a corporation to include in its certificate of incorporation or bylaws or to otherwise adopt measures that may have the effect of reducing a corporation's vulnerability to unsolicited takeover attempts. Certain provisions of Delaware law and Michigan law may have a similar effect. The Board of Directors, however, is not proposing the Reincorporation to prevent a change in control of the Company and is not aware of any current attempt by any person to acquire control of the Company or to obtain representation on the Company's Board of Directors. The Board has no current plans to take any other action designed to make itAnti-Pledging Policy” for more difficult for a third party to acquire control of the Company.

Select Comparison of Shareholder Rights Before and After Reincorporation

        In connection with this Reincorporation Proposal, the Board has sought to maintain intact the existing material rights of the Company's shareholders. The following is a comparison of certain provisions in the Company's proposed Delaware Organizational Documents and comparable provisions in the Michigan Organizational Documents. These comparisons summarize certain difference that shareholders may deem important, but are not intended to list all differences and are qualified in their entirety by reference to those documents and to the MBCA and DGCL, respectively.

        The following chart should be read in conjunction with "Significant Differences Between the Corporation Laws of Michigan and Delaware," below, which contains additional information impacting shareholder rights. Shareholders are encouraged to read the Delaware Certificate and the Delaware Bylaws in their entirety and to compare them to the current Michigan Organizational Documents.

Significant Differences Between the Corporation Laws of Michigan and Delaware

        The General Corporation Laws of Michigan and Delaware differ in certain respects and, consequently, it is not practical to summarize all of the differences in this Proxy Statement. The following provides a summary of certain substantive differences between the MCBA and the DGCL, as well as whether and how certain of those differences are addressed in the Michigan Organizational Documents and the Delaware Organizational Documents. The following is not intended to be an exhaustive description of all differences between the laws of the two states. Accordingly, all statements herein are qualified in their entirety by reference to the MCBA and the DGCL as well as to the Michigan Organizational Documents and the Propose Delaware Organization Documents.

State Anti-Takeover Statutes

        Michigan has two separate anti-takeover statutes—Chapters 7A and 7B of the MBCA. Pursuant to the Michigan Articles, the Company elected not to be governed by the provisions of Chapter 7A, which restricts the ability of a beneficial owner of 10% or more of the voting power of such corporation to effect a business combination unless certain requirements have been met.

        Pursuant to the Michigan Bylaws, the Company elected not to be governed by the provisions of Chapter 7B of the MBCA, which provides that an entity that acquires control shares of a company generally may vote those control shares on any matter only if a majority of all shares, and of all non-interested shares of each class of shares entitled to vote as a class, approves those voting rights. Interested shares are shares owned by officers or employee-directors and by the entity making the control share acquisition. Control shares are shares that, when added to shares already owned by an entity, would give that entity voting power in the election of directors over any of three thresholds: one-fifth, one-third or a majority. The statute's effect is to condition the acquisition of voting control on the approval of a majority of the pre-existing disinterested shareholders.

        Section 203 of the DGCL makes certain types of unfriendly or hostile corporate takeovers, or other non-board approved transactions involving a corporation and one or more of its significant shareholders, more difficult. It does so by generally prohibiting "business combinations," including mergers, sales and leases of assets, issuances of securities and similar transactions, by a corporation or a subsidiary with an "interested stockholder" (generally defined as a person or entity who, together with their affiliates and associates, beneficially owns 15% or more of a corporation's voting stock) within three years after the person or entity becomes an interested stockholder, unless certain conditions are satisfied.

        Shareholders are being asked to vote on whether the Company will be subject to Section 203 following the redomicile to Delaware.See "Election Regarding DGCL Section 203." below.

Mergers and Shareholder Votes

        With certain exceptions, the MBCA requires that a merger or share exchange be adopted by the Board of Directors and approved by the affirmative vote of the holders of a majority of the outstanding shares of the corporation entitled to vote on the merger agreement. The exceptions under Michigan law to the voting requirements for mergers are similar to the exceptions under Delaware law. With certain exceptions, unless required by the articles of incorporation, action by the shareholders of the surviving corporation on a plan of merger is not required if (a) the articles of incorporation of the surviving corporation will not differ from its articles of incorporation before the merger; and (b) each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and relative rights, immediately after the merger.

        The DGCL generally requires that a merger or sale of all or substantially all assets be approved by a vote of the holders of a majority of the outstanding shares of stock of the corporation entitled to vote on the transaction. However, the DGCL does not require a vote of the stockholders of the surviving corporation in a merger (unless the corporation provides otherwise in its certificate of incorporation) if (a) the merger agreement does not amend the existing certificate of incorporation, (b) each share of the stock of the surviving corporation outstanding immediately before the effective date of the merger is an identical outstanding or treasury share after the merger, and (c) either no shares of common stock of the surviving corporation and no shares, securities or obligations convertible into such stock are to be issued or delivered under the plan of merger, or the authorized and unissued shares or the treasury shares of common stock of the surviving corporation to be issued or delivered under the plan of merger, plus those initially issuable upon conversion of any other shares, securities or obligations to

be issued or delivered under such plan, do not exceed 20% of the shares of common stock of such constituent corporation outstanding immediately prior to the effective date of the merger.

Dissenter's Right of Appraisal

        Under the MBCA, a shareholder is entitled to dissent from, and obtain payment of the fair value of their shares in the event of, certain corporate actions. Unless otherwise provided in a corporation's articles of incorporation, bylaws, or a board resolution, Michigan law excludes appraisal rights for such corporate actions (a) where the shares are listed on a national securities exchange or designated as a national market system security on an interdealer quotation system by the National Association of Securities Dealers, Inc. and (b) in certain transactions where shareholders receive cash or shares that satisfy the requirements of (a). Neither the Michigan Articles nor the Michigan Bylaws have altered the MBCA appraisal right exclusions.

        The DGCL generally affords dissenters' rights of appraisal with respect to the common stock of a corporation in a merger or consolidation. The DGCL, however, does not afford dissenters' rights of appraisal with respect to (a) a sale of assets, (b) the common stock of a corporation surviving a merger if no vote of the stockholders is required to approve the merger under the circumstances set forth above in "—Mergers and Shareholder Votes" or (c) the common stock of a corporation in a merger or consolidation if the common stock is (i) listed on a national securities exchange or designated as a national market system security or (ii) widely held (by more than 2,000 stockholders); provided, however that the holders of stock described in clauses (c)(i) or (c)(ii) will be entitled to dissenters' rights if such holders are required to accept for shares anything except common stock in the surviving corporation or common stock in any other corporation that is listed on a national securities exchange or designated as a national market system security or widely held.

Dividends

        Under the MBCA and unless otherwise restricted by a corporation's articles of incorporation, a corporation may not make any distribution if, after making such distribution, (a) the corporation would not be able to pay its debts as they become due in the usual course of business or (b) the corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation provide otherwise) the amount that would be needed, if the corporation were to be dissolved, to satisfy the preferential rights of shareholders whose preferential rights are superior to those receiving the distribution.

        The DGCL permits a corporation to declare and pay dividends out of surplus or, if there is no surplus, out of net profits for the fiscal year in which the dividend is declared and/or for the preceding fiscal year as long as the amount of capital of the corporation following the declaration and payment of the dividend is not less than the aggregate amount of the capital represented by the issued and outstanding stock of all classes having a preference upon the distribution of assets. In addition, the DGCL generally provides that a corporation may redeem or repurchase its shares only if the capital of the corporation is not impaired and such redemption or repurchase would not impair the capital of the corporation.

Indemnification

        Under the MBCA, a corporation may indemnify any person who was or is a party or is threatened to be made a party to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that they are or were a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, partner, trustee, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses

(including attorneys' fees), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by them in connection with the action, suit or proceeding if the person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe their conduct was unlawful.

        The MBCA permits similar indemnification in the case of derivative actions, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the court conducting the proceeding or another court of competent jurisdiction shall determine upon application that the person is fairly and reasonably entitled to indemnification in view of all the relevant circumstances. Indemnification for settlement of a suit by or in the right of the corporation is permitted under the MBCA.

        A director or officer who is successful, on the merits or otherwise, in defense of any proceeding subject to the MBCA's indemnification provisions must be indemnified by the corporation for actual and reasonable expenses incurred in connection therewith, including attorneys' fees, and in connection with proceedings brought to enforce this mandatory indemnification.

        The MBCA also provides that a corporation may advance reasonable expenses incurred by a director, officer, employee, or agent who is a party or threatened to be made a party to a proceeding if the party provides the corporation with a written undertaking to repay the advance if it is ultimately determined that they did not meet the applicable standard of conduct, if any, required by the MBCA for indemnifying a person under the circumstances.

        Under the DGCL, a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceedings if such person acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the corporation or its shareholders, and with respect to any criminal action or proceeding, if the person had no reasonable cause to believe their conduct was unlawful.

        The DGCL permits similar indemnification in the case of derivative actions, except that no indemnification may be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper. Indemnification for settlement of a suit by or in the right of the corporation is not permitted under the DGCL. A director, officer, employee or agent who is successful, on the merits or otherwise, in defense of any proceedings subject to the DGCL's indemnification provisions must be indemnified by the corporation for reasonable expenses incurred in connection therewith, including attorneys' fees.

Limitation of Director's Personal Liability

        The MBCA provides that a corporation's articles of incorporation may include a provision eliminating or limiting a director's liability to the corporation or its shareholders for money damages for any action taken or any failure to take any action as a director. A corporation's articles of

incorporation, however, may not limit or eliminate a director's personal liability for (a) the amount of a financial benefit received by a director to which they is not entitled, (b) intentional infliction of harm on the corporation or the shareholders, (c) declaration of unlawful dividends or distributions to shareholders, unlawful distributions to shareholders during or after dissolution of the corporation, or unlawful loans to a director, officer or employee of the corporation or a subsidiary of the corporation, or (d) an intentional criminal act.

        Under the DGCL, if a corporation's certificate of incorporation so provides, the personal liability of a director to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director may be eliminated or limited. A corporation's certificate of incorporation, however, may not limit or eliminate a director's personal liability for (a) any breach of the director's duty of loyalty to the corporation or its stockholders, (b) acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (c) the payment of unlawful dividends, stock repurchases or redemptions, or (d) any transaction in which the director received an improper personal benefit.

Interested Director Transactions

        Under the MBCA, a transaction in which a director or officer is determined to have an interest will not, because of the interest, be enjoined, set aside, or give rise to an award of damages or other sanctions, in a proceeding by a shareholder or by or in the right of the corporation, if the person interested in the transaction establishes (a) the transaction was fair to the corporation at the time entered into, (b) the material facts and the director's or officer's interest were disclosed or known to the board, a committee of the board, or the independent directors, and the board, committee or independent directors authorized, approved or ratified the transaction, or (c) the material facts and the director's or officer's interest were disclosed or known to the shareholders entitled to vote and they authorized, approved, or ratified the transactions.

        Under the DGCL, certain contracts or transactions in which one or more of a corporation's directors have an interest are not void or voidable solely because of such interest, provided that the contract or transaction is fair at the time it is authorized, is ratified by the corporation's shareholders after disclosure of the relationship or interest, or is authorized in good faith by a majority of the disinterested members of the Board of Directors or a committee thereof after disclosure of the relationship or interest. Delaware law permits an interested director to be counted in determining whether a quorum of the directors is present at the meeting approving the transaction, and further provides that the contract or transaction shall not be void or voidable solely because an interested director's vote is counted at the meeting that authorizes the transaction.

Regulatory Approval

        To the Company's knowledge, the only required regulatory or governmental approval or filings necessary in connection with the consummation of the reincorporation merger would be the filing of a certificate of conversion with the Bureau of Commercial Services of the Michigan Department of Labor & Economic Growth and the filing of a certificate of conversion with the Secretary of State of the State of Delaware.

Dissenters' Rights

        Pursuant to Section 762(1)(d) of the MCBA, Michigan law does not provide for dissenters' rights for holders of Rockwell-Michigan Common Stock in connection with the Reincorporation.

Certain Federal Income Tax Consequences

        The following discussion summarizes certain U.S. federal income tax consequences of the Reincorporation to holders of our common stock. The discussion is based on the Internal Revenue

Code of 1986, as amended (the "Code"), regulations promulgated under the Code by the U.S. Treasury Department, rulings, current administrative interpretations and official pronouncements of the Internal Revenue Service (the "IRS"), and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. Such change could materially and adversely affect the U.S. federal income tax consequences described below. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax consequences described herein.

        This discussion is for general information only, and does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular holder in light of its investment or tax circumstances or to holders subject to special tax rules, such as partnerships, subchapter S corporations or other pass-through entities (and investors in such entities), banks, financial institutions, tax-exempt entities, insurance companies, regulated investment companies, real estate investment trusts, trusts and estates, dealers in stocks, securities, commodities or currencies, traders in securities that have elected to use the mark-to-market method of accounting for their securities, persons holding our common stock as part of an integrated transaction, including a "straddle," "hedge," "constructive sale," or "conversion transaction," persons whose functional currency for tax purposes is not the U.S. dollar, former citizens or residents of the United States, persons who acquired our common stock pursuant to the exercise of stock options or otherwise as compensation, persons who hold our common stock as qualified small business stock within the meaning of Section 1202 of the Code and persons subject to the alternative minimum tax provisions of the Code. This discussion does not address any U.S. federal taxes (other than U.S. federal income taxes), any state or local taxes, or of any foreign taxes, that may be applicable to a particular holder.

        This discussion is directed solely to holders that hold our common stock as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment. In addition, the following discussion only addresses "U.S. persons" for U.S. federal income tax purposes, generally defined as beneficial owners of our common stock who are, for U.S. federal income tax purposes:

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Individuals who are citizens or residents of the United States;



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Corporations created or organized in or under the laws of the United States or of any state of the United States or the District of Columbia;



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Estates the income of which is subject to U.S. federal income taxation regardless of its source;



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Trusts if a court within the United States is able to exercise primary supervision over the administration of any such trust and one or more U.S. persons have the authority to control all substantial decisions of such trust; or



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Trusts in existence on August 20, 1996 that have valid elections in effect under applicable Treasury regulations to be treated as U.S. persons.

        If an entity or arrangement treated as a partnership for U.S. federal income tax purposes holds our common stock, the U.S. federal income tax treatment of a partner generally will depend on the status of the partner and the activities of the partnership. A partner of a partnership holding our common stock should consult its own tax advisor regarding the U.S. federal income tax consequences to the partner of the Reincorporation.

This discussion does not purport to be a complete analysis of all of the Reincorporation's tax consequences that may be relevant to holders. We urge you to consult your own tax advisor regarding your particular circumstances and the U.S. federal income and other federal tax consequences to you of the Reincorporation, as well as any tax consequences arising under the laws of any state, local, foreign or other tax jurisdiction and the possible effects of changes in U.S. federal or other tax laws.

We have not requested a ruling from the IRS or an opinion of counsel regarding the U.S. federal income tax consequences of the Reincorporation.

        The Reincorporation provided for in the Plan of Conversion is intended to be a "reorganization" under Section 368(a) of the U.S. Internal Revenue Code. Assuming the Reincorporation qualifies as a "reorganization" within the meaning of Section 368(a) of the U.S. Internal Revenue Code, and subject to the qualifications and assumptions described in this proxy statement: (a) holders of Rockwell-Michigan common stock will not recognize any gain or loss as a result of the consummation of the Reincorporation, (b) the aggregate tax basis of shares of Rockwell-Delaware common stock held by such holder immediately following consummation of the Reincorporation will be equal to the aggregate tax basis of the shares of Rockwell-Michigan common stock held by a holder immediately before consummation of the Reincorporation, and (c) the holding period for the shares of Rockwell-Delaware's common stock held by a holder following the Reincorporation will include the holding period of Rockwell-Michigan common stock converted therefor.

Interaction with Proposal 2

        If shareholders approve this Proposal 3 together with Proposal 2 (Amendment to the Company's Restated Articles of Incorporation to Increase the Number of Authorized Shares of the Company's Common Stock), the Company will (A) implement Proposal 2 first and (2) amend, prior to implementation of this Proposal 3, Section 4.1 of the Delaware Certificate to reflect the shareholder-approved increase in authorized shares.

Election Regarding DGCL Section 203

        Delaware corporations are automatically subject to Section 203 unless they elect to opt out of this provision of the DGCL. Based on recently reported data, approximately 81% of Delaware public companies within the Company's industry group are subject to Section 203 (Source: FactSet Research Systems Inc.; SIC code 28xx: Chemicals and Allied Products). While the Board of Directors believes that the majority of the Company's peer companies have not opted out of Section 203 and that this provision of the DGCL may provide certain benefits in terms of discouraging hostile takeover bids that do not fully value the Company, the Board acknowledges that the Company has opted out of a similar provision of the MBCA and that many institutional shareholders may express a preference for the Company not being subject to Section 203. Accordingly, the Board is permitting shareholders to vote on Proposal 3 with and without an election to opt out of Section 203. Proposal 3(a) on the proxy card provides for the reincorporation to Delaware wherein the Company would opt out of Section 203. Proposal 3(b) on the proxy card provides for the reincorporation to Delaware without an election to opt out of Section 203. If both proposals are approved, the Board of Directors will have the discretion to determine which proposal to implement at the time the reincorporation is effected.

Vote Required for the Reincorporation Proposal

        To approve the proposed Reincorporation and Plan of Conversion, Michigan law requires the affirmative vote of the holders of a majority of the outstanding shares of Common Stock entitled to vote. A vote in favor of the Reincorporation Proposal is a vote to approve the Plan of Conversion. A vote in favor of the Reincorporation Proposal effectively constitutes approval of the Delaware Certificate and the Delaware Bylaws. If the shareholders approve the Plan of Conversion and the Reincorporation is completed, the Delaware Certificate and the Delaware Bylaws would, respectively, become the Company's Certificate of Incorporation and Bylaws and the Company will be governed by Delaware law and cease to be governed by Michigan law. Abstentions and broker "non-votes" are not votes cast affirmatively and consequently will have the effect of votes against the proposal.

Effect of Not Obtaining the Required Vote for Approval

        If we fail to obtain the requisite vote of shareholders for approval of the Reincorporation, the Reincorporation will not be consummated and we will continue to be incorporated in Michigan and governed by the Michigan Organizational Documents and Michigan law.

Board Recommendation

THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE REINCORPORATION PROPOSAL.

Although the Board of Directors recommends voting for the reincorporation proposal, the Board has not taken a position on whether to recommend a vote in favor of Proposal 3(a) (reincorporationnot subject to DGCL Section 203) or Proposal 3(b) (reincorporation subject to DGCL Section 203).

PROPOSAL 4
ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

stockholders.

Proxy Statement.

        On June 22, 2018, our independent accountant, Plante & Moran, PLLC ("Plante"), resigned as our independent registered public accounting firm.

        Plante's report on the Company's financial statements for the year ended December 31, 2017 did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles. Plante's report on the Company's internal control over financial reporting for the year ended December 31, 2017 contained an unqualified opinion without modification.

        During the year ended December 31, 2017 and through June 22, 2018 (the date of Plante's resignation), we had no disagreements with Plante on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Plante's satisfaction, would have caused it to make reference to the subject matter of the disagreements in connection with its reports.

        In its letter to the Audit Committee dated June 22, 2018, issued by Plante in conjunction with its resignation letter, Plante identified certain reportable events, as described in Item 304(a)(1)(v) of Regulation S-K, relating to the Company's financial statements and disclosures contained in the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2018. Plante resigned for the reasons set forth in the Company's Current Report on Form 8-K, as filed with the SEC on June 27, 2018.