ROCKWELL MEDICAL INC

For the period ended May 20, 2025. Filed Apr 14, 2025.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 20, 2025 · Filed Apr 14, 2025

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box: ☐
☐	Preliminary Proxy Statement
☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒	Definitive Proxy Statement
☐	Definitive Additional Materials
☐	Soliciting Material under §240.14a-12

Rockwell Medical, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒	No fee required.
☐	Fee paid previously with preliminary materials.
☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held May 20, 2025

To the Stockholders of Rockwell Medical, Inc.:

Notice is hereby given that the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Rockwell Medical, Inc. (the “Company”) will be held as a virtual stockholder meeting at 10:00 a.m. Eastern Time, on May 20, 2025, to consider and take action upon the following matters:

(1)	To elect the two Class I directors named in the proxy statement, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until his successor has been duly elected and qualified;

(2)	To approve, on an advisory basis, the compensation of the Company’s named executive officers;

(3)	To ratify the selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2025;

(4)	To approve an amendment and restatement of the Rockwell Medical, Inc. 2018 Long Term Incentive Plan to, among other things, increase the number of shares reserved for issuance thereunder by 5,000,000 shares; and

(5)	To transact any other business which may properly come before the Annual Meeting or any adjournment thereof.

Only stockholders of record at the close of business on March 24, 2025 will be entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. You may attend the Annual Meeting, vote and submit a question during the meeting online at www.virtualshareholdermeeting.com/RMTI2025.

All stockholders as of the record date are cordially invited to attend the Annual Meeting. WHETHER OR NOT YOU INTEND TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN AND RETURN THE ENCLOSED PROXY CARD IN THE STAMPED AND ADDRESSED ENVELOPE ENCLOSED FOR YOUR CONVENIENCE. Stockholders can help the Company avoid unnecessary expense and delay by promptly returning the enclosed proxy card. The business of the Annual Meeting to be acted upon by the stockholders cannot be transacted unless a majority of the outstanding shares of common stock of the Company is represented at the Annual Meeting.

By Order of the Board of Directors,

/s/ Megan Timmins

Megan TimminsSecretary

Wixom, Michigan

April 14, 2025

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 20, 2025.

This notice of meeting, the proxy statement, the proxy card and the Company’s 2024 Annual Report to Stockholders, which includes the Annual Report on Form 10-K, are available online at www.virtualshareholdermeeting.com/RMTI2025. Stockholders may request a copy of the notice of meeting, the proxy statement, proxy card and 2024 Annual Report to Stockholders by contacting the Company at ir@rockwellmed.com or (800) 449-3353, or online athttp://www.rockwellmed.com.

30142 Wixom Road, Wixom, Michigan 48393

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

May 20, 2025

INTRODUCTION

This proxy statement (the “Proxy Statement”) is being furnished to stockholders by the Board of Directors (the “Board”) of Rockwell Medical, Inc. (the “Company”) in connection with the solicitation of proxies by the Board for use at the 2025 annual meeting of stockholders of the Company to be held on May 20, 2025 at 10:00 a.m. Eastern Time, and all adjournments or postponements thereof (the “Annual Meeting”) for the purposes set forth in the attached Notice of 2025 Annual Meeting of Stockholders. The Annual Meeting will be held as a virtual (online) meeting. You may attend the Annual Meeting, vote and submit a question during the meeting online atwww.virtualshareholdermeeting.com/RMTI2025.

A proxy, in the enclosed form, which is properly executed, duly returned to the Company and not revoked, will be voted in accordance with the instructions contained therein. The shares represented by executed but unmarked proxies will be voted as follows:

(1)	FOR the election of the two Class I directors nominated by our Board, each to serve for a three-year term expiring at the 2028 annual meeting of stockholders and until his successor has been duly elected and qualified (“Proposal 1”);

(2)	FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers (“Proposal 2”); and

(3)	FOR the ratification of the selection of EisnerAmper LLP as the Company’s independent registered public accounting firm for 2025 (“Proposal 3”).

(4)	FOR the amendment and restatement of the Rockwell Medical, Inc. 2018 Long Term Incentive Plan, including an increase the number of shares reserved for issuance thereunder by 5,000,000 shares (“Proposal 4”).

With respect to such other business which may properly come before the Annual Meeting or any adjournment thereof, votes will be cast in the discretion of the appointed proxies.

These proxy materials are first being sent or made available to stockholders on or about April 14, 2025. References in this Proxy Statement to the “Company,” “we,” “our” and “us” are references to Rockwell Medical, Inc.

It is important that your shares are represented at the Annual Meeting. Whether or not you plan to attend the Annual Meeting, please sign and date the enclosed proxy card and return it to us. If you own your shares through a broker, bank or other nominee, please return your voting instruction form to your broker, bank or nominee, or use the electronic voting means described below to vote your shares.

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