Rocket Lab (RKLB) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2026, with virtual participation and voting options for shareholders.

• Four key proposals: election of one Class II director, ratification of Deloitte & Touche LLP as auditor, advisory vote on executive compensation, and approval of a subsidiary merger to eliminate a pass-through voting provision.

• Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Election of Edward H. Frank as Class II director for a three-year term; Board recommends a vote “FOR.”

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal year ending December 31, 2026; Board recommends a vote “FOR.”

• Non-binding advisory vote on executive compensation (“Say-on-Pay”); Board recommends a vote “FOR.”

• Approval of a subsidiary merger to remove a pass-through voting provision, streamlining governance; Board recommends a vote “FOR.”

• Shareholder proposals for the 2027 Annual Meeting must be submitted by December 7, 2026, for inclusion.

Board of directors and corporate governance

• Board consists of seven members, including one Series A Preferred Stock director.

• Majority of directors are independent under Nasdaq and SEC rules.

• Board has Audit, Compensation, and Nominating & Corporate Governance Committees, all with independent members.

• Board leadership structure allows for separation of Chair and CEO roles; currently, both roles held by the same individual, with a lead independent director designated.

• Regular executive sessions held by independent directors.