Rocket Lab Corp

This management proposal asks shareholders to ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal 2026. Management seeks shareholder approval to reaffirm the Audit Committee’s selection and to follow governance best practices by obtaining stockholder ratification, although the appointment is not legally required to be submitted for ratification. The proxy provides audit and non-audit fee information and describes the Audit Committee’s pre-approval procedures to preserve auditor independence. The Board recommends a “FOR” vote, stating that ratification supports audit oversight and the Audit Committee will reassess the engagement if stockholders do not ratify. The matter is routine under applicable broker voting rules, meaning brokers may vote uninstructed shares in favor of ratification, which tends to reduce broker non-votes on this item.

This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s executive compensation disclosures (Say-on-Pay). Management argues the compensation program aligns named executive officers’ interests with shareholders by emphasizing long-term equity incentives and sound governance, and the Board will consider vote outcomes but is not bound by them. The proposal is routine but non-binding; brokers cannot vote uninstructed shares on this matter. A “FOR” vote is recommended by the Board to signal investor support for the compensation framework described in the Compensation Discussion & Analysis, including multi-year vesting, clawback policy, and ‘double-trigger’ change-in-control protections. The vote outcome will be reviewed by the Compensation Committee for potential adjustments.

This management proposal seeks shareholder approval to effect a subsidiary merger between a newly formed wholly owned merger subsidiary and Rocket Lab USA, Inc. to remove a pass-through voting provision that was added to Rocket Lab USA, Inc.’s charter as part of the Company’s May 23, 2025 Holding Company Reorganization. The provision requires that, for certain acts that would otherwise only need approval of the Company as sole stockholder of Rocket Lab USA, Inc., the Company’s stockholders also must approve such acts by the same vote as required by Delaware law and Rocket Lab USA, Inc.’s charter. Management pursued a direct charter amendment at the 2025 annual meeting, where the proposal received overwhelming support from voters but failed due to a supermajority vote requirement combined with low participation from a large retail base, resulting in insufficient affirmative votes of the outstanding shares. Management concluded that the market (particularly retail holders) broadly supports removing the provision but that achieving the supermajority approval through another stockholder vote is unlikely. The proposed subsidiary merger is structured to achieve the same outcome under a lower approval threshold (a simple majority of voting power), which is available under the pass-through provision itself and Delaware law. The board recommends the merger to align Rocket Lab’s governance with typical holding company practice, reduce operational friction and costs for routine subsidiary actions, and avoid recurring stockholder votes that management believes are unlikely to achieve the supermajority despite majority support among participating voters. The proposal raises governance questions about stockholder voting rights and the use of internal corporate actions to bypass restrictive charter provisions; investors should weigh the trade-off between day-to-day operational efficiency for the company and the reduction of direct stockholder approval rights over certain subsidiary actions. The Board supports the merger citing prior stockholder voting data, expected cost/time savings and alignment with common practice across public holding companies.