SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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(Address of principal executive offices, including zip code)
(646 ) 440-9100
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Not applicable
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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.
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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:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Roderick Wong, M.D.
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36,242,929
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12,797,923
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6,168,716
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Elisabeth Björk, M.D., Ph.D.
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48,505,166
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535,686
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6,168,716
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Carsten Boess
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48,415,207
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625,645
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6,168,716
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Pedro Granadillo
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44,307,682
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4,733,170
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6,168,716
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Gotham Makker, M.D.
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43,375,012
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5,665,840
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6,168,716
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Gaurav Shah, M.D.
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40,786,594
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8,254,258
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6,168,716
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David P. Southwell
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40,615,022
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8,425,830
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6,168,716
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Naveen Yalamanchi, M.D.
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34,245,562
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14,795,290
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6,168,716
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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:
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Votes For
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Votes Against
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Abstentions
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55,188,792
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5,381
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15,395
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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:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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48,398,773
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625,867
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16,212
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6,168,716
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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:
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Each Year
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Every 2 Years
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Every 3 Years
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Abstentions
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Broker Non-Votes
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48,930,128
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3,127
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91,359
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16,238
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6,168,716
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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.
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Rocket Pharmaceuticals, Inc.
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Date: June 21, 2021
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By:
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/s/ Gaurav Shah, MD
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Gaurav Shah, MD
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Chief Executive Officer and Director
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