Rocket Lab (RKLB) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 20, 2026, with four key proposals: election of a Class II director, ratification of Deloitte & Touche LLP as auditor, a non-binding say-on-pay vote, and approval of a subsidiary merger to eliminate a pass-through voting provision.

• The Board recommends voting in favor of all proposals and provides detailed instructions for voting by internet, phone, or mail.

• Only shareholders of record as of March 30, 2026, are entitled to vote, with both common and Series A Preferred Stock voting as a single class.

Voting matters and shareholder proposals

• Proposal 1: Elect Edward H. Frank as Class II director for a term expiring in 2029.

• Proposal 2: Ratify Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026.

• Proposal 3: Approve, on a non-binding advisory basis, the compensation of named executive officers.

• Proposal 4: Approve a subsidiary merger to eliminate the pass-through voting provision in Rocket Lab USA, Inc.'s charter.

• Shareholder proposals for the 2027 annual meeting must be submitted by December 7, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of seven members, including one Series A Preferred Stock director; all but Peter Beck are independent under Nasdaq rules.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, each with defined charters and independent membership.

• Board leadership structure allows for separation or combination of Chair and CEO roles; currently, Peter Beck serves as both, with Merline Saintil as lead independent director.

• Directors have diverse backgrounds in technology, finance, aerospace, and national security.