UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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)
June 18, 2025

Rocket Pharmaceuticals, Inc.
(Exact name of registrant as specified in its charter)

Delaware
001-36829
04-3475813
(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)

(609) 659-8001
(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
  
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common stock, $0.01 par value
   RCKT
  
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 2025 Annual Meeting of Stockholders of Rocket Pharmaceuticals, Inc. (the “Company”) was held on June 18, 2025 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 91,366,461 shares of common stock, or approximately 85.56% of the total outstanding shares eligible to be voted. The holders present voted on the three proposals presented at the Annual Meeting as follows.

Proposal One - Election of Directors

The Company’s stockholders approved the election of ten 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.
78,146,900
991,948
12,227,613
Elisabeth Björk, M.D., Ph.D.
76,976,311
2,162,537
12,227,613
Carsten Boess
78,224,283
914,565
12,227,613
Mikael Dolsten, M.D., Ph.D.
76,051,973
3,086,875
12,227,613
Pedro Granadillo
73,571,818
5,567,030
12,227,613
Gotham Makker, M.D.
73,798,301
5,340,547
12,227,613
Fady Malik, M.D., Ph.D.
78,249,290
889,558
12,227,613
Piratip Pratumsuwan
78,595,512
543,336
12,227,613
Gaurav Shah, M.D.
78,411,712
727,136
12,227,613
David P. Southwell
55,352,568
23,786,280
12,227,613

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, 2025 by the following votes:

Votes For
  
Votes Against
  
Abstentions
90,696,301
  
141,826
  
528,334

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 2025 Proxy Statement 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
  
Abstentions
  
Broker Non-Votes
77,186,221
  
1,437,605
  
515,022
  
12,227,613

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 Pharmaceuticals, Inc.
     
Date: June 18, 2025
By:
/s/ Gaurav Shah, MD
   
Gaurav Shah, MD
   
Chief Executive Officer and Director