Rocket Companies Inc. filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$RKT
Finance: Consumer Services
Finance
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 | ||||||||
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CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 | ||||||||
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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 18, 2024, as described below under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Rocket Companies, Inc. (the “Company”), the applicable stockholders of the Company approved an amendment to the Company's Amended and Restated Certificate of Incorporation to provide for the elimination or limitation of monetary liability of the Company’s officers for breach of fiduciary duty to the fullest extent permitted under Section 102(b)(7) of the General Corporation Law of the State of Delaware (the "Officer Exculpation Amendment"). The Officer Exculpation Amendment became effective upon the filing of the Certificate of Amendment of the Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Amendment") with the Delaware Secretary of State on June 18, 2024.
The above description of the Officer Exculpation Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is included as an exhibit to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of the Company was held on June 18, 2024. At the Annual Meeting, the Company’s stockholders:
(1) Elected the three Class I director nominees, each director to hold office until the 2027 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, 2024;
(3) Approved (on an advisory basis) the compensation of the Company’s named executive officers; and
(4) Approved the Officer Exculpation Amendment to the Company’s Certificate of Incorporation to provide officer exculpation as permitted under Delaware law.
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 26, 2024.
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 | |||||||||||||||||
| Bill Emerson | 625,245,607 | 17,315,638 | 47,254,460 | |||||||||||||||||
| Jennifer Gilbert | 606,690,692 | 35,870,553 | 47,254,460 | |||||||||||||||||
| Jonathan Mariner | 632,296,128 | 10,265,117 | 47,254,460 | |||||||||||||||||
Proposal 2: Ratification of appointment of independent registered public accounting firm.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 686,843,174 | 2,602,458 | 370,073 | N/A | |||||||||||||||||
Proposal 3: Approval (on an advisory basis) of named executive officer compensation.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 638,574,392 | 3,646,018 | 340,835 | 47,254,460 | |||||||||||||||||
Proposal 4: Officer Exculpation Amendment.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 609,923,366 | 32,319,823 | 318,056 | 47,254,460 | |||||||||||||||||
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | ||||
| 3.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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: June 21, 2024
| ROCKET COMPANIES, INC. | ||||||||||||||
| By: | /s/ Tina V. John | |||||||||||||
| Name: | Tina V. John | |||||||||||||
| Title: | Executive Legal Counsel and Secretary | |||||||||||||