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)
May 20, 2026
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 2026 Annual Meeting of Stockholders of Rocket Pharmaceuticals, Inc. (the “Company”) was held on May 20, 2026 (the “Annual Meeting”). At the Annual Meeting, there were present, in person or by proxy, holders of 80,774,659 shares of common stock, or approximately 74.02% 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 seven directors to the Company’s Board of Directors (“Board”) by the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
| Peter Fong, M.D. | 62,067,824 | 1,216,320 | 17,490,515 |
| Carsten Boess | 62,711,345 | 572,799 | 17,490,515 |
| Mikael Dolsten, M.D., Ph.D. | 59,500,907 | 3,783,237 | 17,490,515 |
| Fady Malik, M.D., Ph.D. | 62,755,875 | 528,269 | 17,490,515 |
| Gaurav Shah, M.D. | 62,808,593 | 475,551 | 17,490,515 |
| David P. Southwell | 43,172,112 | 20,112,032 | 17,490,515 |
| Roderick Wong, M.D. | 62,699,331 | 584,813 | 17,490,515 |
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, 2026 by the following votes:
| Votes For | Votes Against | Abstentions | ||
| 79,195,009 | 1,002,656 | 576,994 |
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 2026 Proxy Statement pursuant to Section 14A of the Exchange Act (the “2026 Proxy Statement”). The final votes were:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 61,389,376 | 1,671,016 | 223,752 | 17,490,515 |
Proposal Four – Stock Option Exchange Program
The Company’s stockholders approved the proposed stock option exchange program as described in the 2026 Proxy Statement. The final votes were:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 45,582,445 | 17,615,213 | 86,486 | 17,490,515 |
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: May 21, 2026 | By: | /s/ Gaurav Shah, MD |
| Gaurav Shah, MD | ||
| Chief Executive Officer and Director | ||