🧾 What This Document Is

This is Rocket Lab's Definitive Proxy Statement (DEF 14A). It's a formal document sent to shareholders before an annual meeting. Its job is to give you all the info you need to vote on company decisions. Think of it as the agenda and background reading for Rocket Lab's big shareholder meeting.

👉 In short: This isn't a financial results report. It's a "here's what we're voting on and why" guide for owners of the company.

Meeting Details:

• Date: May 20, 2026, at 1:30 p.m. Pacific Time.
• Format: Virtual meeting only at www.virtualshareholdermeeting.com/rklb2026.
• Record Date: March 30, 2026. You had to own shares by this date to vote.
• Shares Outstanding: 575,767,300 common shares and 45,951,250 Series A preferred shares.

🏢 What The Company Does

In simple terms: Rocket Lab builds and launches rockets and spacecraft. They're a key player in the "space economy," providing launch services for satellites and building components like spacecraft buses and reaction wheels. They're known for their frequent small launches with the Electron rocket and are developing a much larger rocket, Neutron.

👉 Why it matters for this vote: The company's structure and leadership directly impact these ambitious plans. The proposals here are about governing the company that executes this mission.

🗳️ The 4 Key Proposals You're Voting On

Shareholders will vote on four main items. The Board recommends voting "FOR" on all of them.

1. Proposal 1: Elect a Director

You're voting to elect Edward H. Frank to the Board. He's a tech veteran (ex-Apple, Broadcom) who currently chairs the Compensation Committee. His expertise is in engineering and corporate governance.

2. Proposal 2: Ratify the Auditor

You're asked to confirm the selection of Deloitte & Touche LLP as the company's independent accounting firm for 2026. This is a standard annual vote to ensure shareholder oversight of the company's financial auditor.

3. Proposal 3: Advisory Vote on Executive Pay ("Say-on-Pay")

This is a non-binding vote to approve the compensation of the top executives. While it doesn't force action, it's a powerful signal to the Board about shareholder sentiment on pay packages.

4. Proposal 4: Approve a Subsidiary Merger (The "Technical Clean-Up")

This is the most unique proposal. Last year, a "pass-through voting" rule was added to Rocket Lab's subsidiary (Rocket Lab USA, Inc.). This rule required both parent company and direct shareholder approval for certain actions by the subsidiary.

👉 Why it matters: The Board says this dual-approval process is legally complex, inefficient, and not standard practice. This proposal would eliminate that rule via a merger, simplifying corporate governance so only the parent company's board and shareholders need to approve major subsidiary actions.

👥 Board & Governance Snapshot

• Board Size: Currently 7 members after a recent resignation.
• Nominee: Edward H. Frank (Class II, term until 2029).
• Continuing Directors: Include founder Sir Peter Beck (Chairman & CEO), Lt. Gen. Nina Armagno (Ret.), Jon Olson, Kenneth Possenriede, Merline Saintil (Lead Independent Director), and Alex Slusky.
• Independence: All directors except Peter Beck are deemed independent under Nasdaq rules.
• Committees: The Board has three key committees:
  • Audit: Oversees financial reporting and auditor (Chair: Jon Olson).
  • Compensation: Sets executive pay (Chair: Edward Frank).
  • Nominating & Governance: Recommends directors and oversees governance policies (Chair: Merline Saintil).

📅 Key Dates & Logistics

• Proxy Materials Available: On or about April 6, 2026.
• Deadline to Vote: You can vote before the meeting via internet, phone, or mail. Your proxy must be received by May 19, 2026, at 11:59 p.m. ET if voting by mail, internet, or phone.
• How to Attend/Vote at Meeting: Go to www.virtualshareholdermeeting.com/rklb2026 and use your 16-digit control number. You can ask questions and vote live during the meeting.
• Need Help Voting? Contact the proxy solicitor:
  • Okapi Partners LLC
  • Email: [email protected]
  • Phone (Shareholders): 1-844-343-2625
  • Phone (Banks/Brokers): 212-297-0720

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths (Governance):
  • Experienced Board: Mix of deep space expertise (Beck, Armagno), financial oversight (Olson, Possenriede), and tech leadership (Frank, Saintil).
  • Independent Committees: Key committees are chaired by independent directors.
  • Clean-Up Proposal: Proposal 4 shows willingness to streamline complex governance structures for efficiency.
• ⚠️ Risks & Considerations:
  • "Say-on-Pay" is Advisory: A strong "FOR" vote is an endorsement, but a low vote signals discontent without forcing change.
  • Classified Board: Directors serve staggered 3-year terms. This can make it harder for shareholders to change the board quickly.
  • Special Voting Rights: The Series A preferred stock (held by certain investors) votes with common stock. Its voting power converts on a 1:1 basis, but its existence is a key detail of the company's capital structure.

🧠 The Analogy

Imagine Rocket Lab is a family-owned rocket factory that went public. This meeting is the annual family-and-partners gathering.

• Proposal 1 is like nominating a trusted, experienced engineer (Edward Frank) to join the board of directors.
• Proposal 2 is hiring the same reputable accounting firm (Deloitte) to audit the books again.
• Proposal 3 is the family giving a symbolic thumbs-up or thumbs-down on how much the top managers are being paid.
• Proposal 4 is fixing a recent, overly complicated rule that said both the main family board and every small investor had to approve decisions for a subsidiary workshop. Now, they want to simplify it so only the main board and shareholders decide.

🧩 Final Takeaway

This proxy is about operational continuity and governance streamlining. The core asks are to re-elect an experienced director, retain the usual auditor, and give a non-binding nod on pay. The most substantive change is Proposal 4, which aims to remove a cumbersome voting rule to make the company's decision-making faster and more conventional. Your vote signals approval of the current leadership and direction.