DEF: D-Wave Quantum Inc. Announces 2025 Annual Meeting of Stockholders

D-Wave Quantum Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 5, 2025, to elect directors and ratify the appointment of its independent accounting firm.

Summary

• D-Wave Quantum Inc. is holding its Annual Meeting of Stockholders on June 5, 2025, virtually.
• Stockholders as of the record date, April 9, 2025, are eligible to vote.
• The meeting will include the election of Steven M. West, Kirstjen Nielsen, and Roger Biscay as Class III directors for terms expiring in 2028.
• Stockholders will also vote to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
• The Board of Directors recommends voting FOR the election of the director nominees and FOR the ratification of Grant Thornton LLP's appointment.

Sentiment

Score: 7

Explanation: The document is primarily factual and procedural, with a slightly positive tone due to management's expression of gratitude and the recommendation of experienced director nominees. The restatement of financial statements is a negative, but the company has taken steps to address the issue.

Positives

• The Board of Directors is recommending experienced individuals for election as directors.
• The Audit Committee is recommending Grant Thornton LLP, who have served as the independent registered public accounting firm since August 24, 2023, for ratification.
• The company has a clawback policy in place to recover compensation in the event of an accounting restatement.

Negatives

• PricewaterhouseCoopers LLP (Canada) (PwC) declined to stand for re-election as the independent registered public accounting firm of the Company on June 7, 2023.
• The company restated its financial statements for the Affected Periods in amendments to the Form 10-K, the Q1 2023 Form 10-Q, the Q2 2023 Form 10-Q, and the Q3 2023 Form 10-Q, respectively (collectively, the 2023 Restatement).

Risks

• The document mentions a restatement of financial statements for affected periods, indicating potential past issues with financial reporting.
• The company's success depends on attracting and retaining qualified personnel, including executive officers and directors.
• Cybersecurity threats are a risk, and the company has established a Cybersecurity Committee to address these concerns.

Future Outlook

The document does not contain specific forward-looking statements regarding financial performance or business strategy beyond the items to be voted on at the annual meeting.

Management Comments

• Alan Baratz, President and Chief Executive Officer, expressed gratitude for stockholder support.

Industry Context

The document does not provide specific details on how D-Wave Quantum's announcements relate to broader industry trends or competitors. However, the election of directors with expertise in technology, national security, and finance suggests a focus on strategic growth and risk management.

Comparison to Industry Standards

• The document does not provide specific details on how D-Wave Quantum's announcements relate to global benchmarks.
• The document does not provide specific details on how D-Wave Quantum's announcements relate to specific comparible companies, projects, and results.

Corporate Governance

Related Party Transactions

• The company entered into promissory notes with the Sponsor, which were later assumed by the company and have been repaid in full.
• The company entered into a Loan and Security Agreement with PSPIB, which was repaid as of October 22, 2024.

Stakeholder Impact

• Shareholders are asked to vote on key governance matters, influencing the direction and oversight of the company.
• The election of directors and ratification of the auditor impact the confidence stakeholders have in the company's leadership and financial reporting.

Next Steps

• Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
• The company will announce preliminary voting results at the Annual Meeting and report the final results in a Current Report on Form 8-K.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Board of Directors, Director Election, Grant Thornton, Stockholders, Corporate Governance, D-Wave Quantum, Accounting Firm, Ratification