RCKT Rocket Pharmaceuticals

Filed: 21 Jun 21, 4:28pm

Washington, DC 20549

Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)
June 14, 2021
Rocket Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

(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)
(646) 440-9100
(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 
Name of each exchange
on which registered
Common stock, $0.01 par value
 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 2021 Annual Meeting of Stockholders of Rocket Pharmaceuticals, Inc. (the “Company”), was held on June 14, 2021 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 55,209,568 shares of common stock, or approximately 88.92% 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 eight 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. 36,242,929 12,797,923 6,168,716
Elisabeth Björk, M.D., Ph.D. 48,505,166 535,686 6,168,716
Carsten Boess 48,415,207 625,645 6,168,716
Pedro Granadillo 44,307,682 4,733,170 6,168,716
Gotham Makker, M.D. 43,375,012 5,665,840 6,168,716
Gaurav Shah, M.D. 40,786,594 8,254,258 6,168,716
David P. Southwell 40,615,022 8,425,830 6,168,716
Naveen Yalamanchi, M.D. 34,245,562 14,795,290 6,168,716

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, 2021 by the following votes:

Votes For Votes Against Abstentions
55,188,792 5,381 15,395

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 proxy statement for the 2021 Annual Meeting of Stockholders 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 AbstentionsBroker Non-Votes
48,398,773 625,867 16,2126,168,716

Proposal Four Non-Binding Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers

The Company’s stockholders approved to recommend on a non-binding, advisory basis, that the Company conduct any required stockholder advisory vote on named executive officer compensation every year, every two years, or every three years in accordance with such frequency receiving the greatest number of votes cast for this resolution. The final votes were:

Each Year Every 2 Years Every 3 Years Abstentions Broker Non-Votes
48,930,128 3,127 91,359 16,238 6,168,716

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 21, 2021By:/s/ Gaurav Shah, MD
  Gaurav Shah, MD
  Chief Executive Officer and Director