| | | | | | | | |
| | |
| | |
| 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 25, 2021 |
Rocket Companies, Inc. |
| (Exact name of registrant as specified in its charter) | |
| Delaware | 001-39432 | 84-4946470 |
| (State or other jurisdiction | (Commission | (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1050 Woodward Avenue | |
| Detroit, MI 48226 | |
| (Address of principal executive offices) (Zip Code) | |
| (313) 373-7990 | |
| (Registrant’s Telephone Number, Including Area Code) | |
| | |
| (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. below):
☐ 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 | | Name of each exchange on which registered |
| Class A common stock, par value $0.00001 per share | | RKT | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Rocket Companies, Inc. (the “Company”) was held on May 25, 2021.
At the Annual Meeting, the Company’s stockholders:
(1) Elected the three Class I director nominees, each director to hold office until the 2024 annual meeting of stockholders and until such director’s successor is duly elected and qualified, subject to earlier resignation, retirement or other termination of service;
(2) Ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2021;
(3) Approved (on an advisory basis) the compensation of the Company’s named executive officers; and
(4) Approved (on an advisory basis) a frequency of every three years for the Company’s advisory vote on the compensation of the Company’s named executive officers.
The Annual Meeting proposals and voting requirements are described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 14, 2021. Consistent with its recommendation in the Company’s proxy statement for the Annual Meeting, the Board of Directors determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every three years until the next required advisory vote on such frequency.
The following is a summary of the final voting results for each matter presented to stockholders.
Proposal 1: Election of Class I Directors.
| | | | | | | | | | | | | | | | | | | | |
| Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
| | | | | | |
| Jay Farner | | 579,812,379 | | 16,664,531 | | 44,403,785 |
| | | | | | |
| Jennifer Gilbert | | 583,822,201 | | 12,654,709 | | 44,403,785 |
| | | | | | |
| Jonathan Mariner | | 594,468,397 | | 2,008,513 | | 44,403,785 |
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | |
| 638,898,894 | | 785,525 | | 1,196,276 | | N/A |
Proposal 3: Advisory Vote on the Compensation of the Company’s Named Executive Officers.
| | | | | | | | | | | | | | | | | | | | |
| For | | Against | | Abstain | | Broker Non-Votes |
| | | | | | |
| 593,306,302 | | 2,412,372 | | 758,236 | | 44,403,785 |
Proposal 4: Advisory Vote on the Frequency of the Advisory Vote on the Compensation of the Company’s Named Executive Officers.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Every One Year | | Every Two Years | | Every Three Years | | Abstain | | Broker Non-Votes |
| | | | | | | | |
| 27,666,288 | | 757,480 | | 567,304,030 | | 749,112 | | 44,403,785 |
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.
Date: May 27, 2021
| | | | | | | | | | | | | | |
| ROCKET COMPANIES, INC. | |
| | | | |
| By: | /s/ Julie Booth | |
| Name: | Julie Booth | |
| Title: | Chief Financial Officer and Treasurer | |
