8-K
Rocket Companies, Inc. (RKT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)September 30, 2022
| Rocket Companies, Inc. | ||
|---|---|---|
| (Exact name of registrant as specified in its charter) | ||
| Delaware | 001-39432 | 84-4946470 |
| --- | --- | --- |
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 1050 Woodward Avenue<br><br> <br>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:
| ☐ | 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,<br>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 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements ofCertain Officers |
|---|
Transition of Chief Financial Officer and Appointment of ChiefFinancial Officer
On September 30, 2022, the Company’s Board of Directors (the “Board”) appointed Brian Brown, the Company’s current Chief Accounting Officer, as the Company’s Chief Financial Officer and Treasurer, effective November 15, 2022 (the “Transition Effective Date”). Mr. Brown will replace Julie Booth, who will cease to be the Company’s Chief Financial Officer and Treasurer on the Transition Effective Date.
The Company has agreed that following the Transition Effective Date, Ms. Booth will transition into a strategic advisory role, for which her annual salary will be $100,000, she will continue to vest in her outstanding equity awards and she will be eligible for other compensation and benefits provided to similarly situated employees. She will remain eligible for her existing pro-rated bonus for 2022 based on the period she serves as Chief Financial Officer and Treasurer.
Mr. Brown, age 43, has served as the Company’s Chief Accounting Officer since the Company’s initial public offering in August 2020. In his role as Chief Accounting Officer, Mr. Brown led the accounting, finance, treasury and procurement functions at the Company. He also serves as the Treasurer of Rocket Mortgage, LLC. Prior to then, Mr. Brown held a number of roles at Rocket Mortgage, LLC from 2014 to 2020, including Senior Vice President of Accounting and Finance. Prior to joining the Rocket Mortgage, LLC, Mr. Brown spent eight years as a senior manager at Ernst & Young serving financial services and mortgage banking clients. Any changes to Mr. Brown’s compensation for his new role will be determined at a later date.
Departure of General Counsel and Secretary
On September 30, 2022, the Company and Angelo Vitale agreed that Mr. Vitale will transition from his role as General Counsel and Secretary of the Company into an Of Counsel role, effective October 3, 2022. The Board appointed Tina V. John, the Company’s current Deputy General Counsel and Assistant Secretary, as the Company’s General Counsel and Secretary, effective October 3, 2022.
The Company has agreed that in Mr. Vitale’s new role, his salary will be $100,000. He will continue to vest in his outstanding equity awards and he will be eligible for other compensation and benefits provided to similarly situated employees. He will remain eligible for his existing pro-rated bonus for 2022 based on the period he serves as General Counsel. Upon his departure within the next 12 months, Mr. Vitale will receive separation pay of up to $210,000 pro rated based on the period of time he continues to provide services between the date hereof and September 30, 2023.
| Item 7.01 | Regulation FD |
|---|
The Company issued a press release announcing the officer changes on October 3, 2022. A copy of that press release is furnished as Exhibit 99.1 to this Current Report and incorporated herein by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01 | Financial Statements and Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release, dated October 3, 2022 |
| 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: October 3, 2022
| ROCKET COMPANIES, INC. | |
|---|---|
| By: | /s/ Tina V. John |
| Name: | Tina V. John |
| Title: | General Counsel and Secretary |
EXHIBIT 99.1
Rocket Companies Announces Executive Leadership Changes
| · | JulieBooth to move from role as Chief Financial Officer and Treasurer to Strategic Advisor |
|---|---|
| · | AngeloVitale to transition from General Counsel and Secretary to “Of Counsel” role |
| --- | --- |
DETROIT – October 3, 2022 – Rocket Companies (NYSE: RKT) today announced the retirements of Julie Booth, Chief Financial Officer (CFO) and Treasurer effective November 15, 2022, and Angelo Vitale, General Counsel and Secretary effective October 3, 2022. Both Booth and Vitale will remain with the company in strategic advisory roles.
Booth joined Rocket Mortgage 19 years ago and has served as the organization’s CFO since 2005. She plans to stay in her current role until November 15, 2022, after which she will transition to an advisory role within the company. The board has appointed Brian Brown, Rocket Companies’ current Chief Accounting Officer, as the incoming CFO and Treasurer.
“During her time as CFO, Julie has been a tremendous leader in our organization, helping guide our company through significant growth and expansion, culminating with our IPO in 2020,” said Jay Farner, Rocket Companies Vice Chairman and CEO. “Even more impressive is the tremendous team Julie has built and the deep care she has shown for everyone in our company, including Brian, who has already proven himself to be an incredible financial mind who will help lead us well into the future.”
Brown, who joined Rocket in 2014, currently leads the company’s Accounting, Finance, Treasury and Procurement teams. He has also been a crucial member of Rocket Companies’ investor relations efforts since the IPO in August 2020, regularly meeting with investors and helping to set strategy for the company. Prior to joining Rocket, Brown served eight years with EY where he consulted with publicly traded financial services companies.
Vitale – who has been with Rocket Mortgage and Rocket Companies for more than 25 years – will transition from his current role to an ‘Of Counsel’ position, effective immediately. Prior to being named General Counsel for Rocket Companies, Vitale was CEO of Rocket Central and has also served as Rocket Mortgage’s Executive Vice President, General Counsel and Corporate Secretary.
“Angelo has been an absolute pillar of this company for as long as I can remember. His wise counsel and passion for our business is legendary,” said Farner. “Whether it was sharing his expertise or stepping up to take on a new role, he has always been willing to do whatever it takes to make the business successful.”
Assuming the role of General Counsel and Secretary is Tina V. John, the company’s previous Deputy General Counsel and Assistant Secretary. John joined Rocket Companies in 2020 following its IPO and has worked closely with the Board of Directors since starting with the company.
She began her 15-year legal career specializing in capital markets and public company guidance at Shearman & Sterling LLP, a multinational law firm headquartered in New York City, and most recently led the corporate governance and securities practice at an Ohio-based American lifestyle retailer.
“Tina has quickly proven herself to be a great legal expert and the obvious choice to fill Angelo’s big shoes. Since joining the company, she has worked very closely with its leaders. It’s clear that her skill, strong knowledge and ability to build a team will make her a significant asset to our business,” Farner added.
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About Rocket Companies
Founded in 1985, Rocket Companies is a Detroit-based FinTech platform company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Amrock, Rocket Auto, Rocket Loans, Rocket Money (formerly known as Truebill), Rocket Solar, Rocket Mortgage Canada (formerly known as Edison Financial), Lendesk, Core Digital Media, Rocket Central and Rock Connections.
Rocket Companies' mission is to be the best at creating certainty in life's most complex moments so that its clients can live their dreams. The Company helps clients achieve the dream of home ownership and financial freedom through industry-leading client experiences powered by its simple, fast and trusted digital solutions. Rocket Companies ranked #7 on Fortune's list of the "100 Best Companies to Work For" in 2022 and has placed in the top third of the list for 19 consecutive years. For more information, please visit www.rocketcompanies.com.
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