DEFA14A: D-Wave Quantum Inc. to Hold Annual Stockholders Meeting on June 6, 2024

D-Wave Quantum Inc. will hold its annual meeting of stockholders on June 6, 2024, to elect directors, approve an amendment to the certificate of incorporation, and ratify the appointment of its accounting firm.

Summary

• D-Wave Quantum Inc. is holding its annual meeting of stockholders on June 6, 2024.
• The meeting will include the election of three Class II directors: Emil Michael, Amy Cappellanti-Wolf, and Philip Adam Smalley III, each to serve until the 2027 annual meeting.
• Stockholders will vote on an amendment to D-Wave Quantum's Amended and Restated Certificate of Incorporation to permit officer exculpation.
• The appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, will be ratified.
• Holders of exchangeable shares of D-Wave Quantum Technologies Inc., a Canadian subsidiary, have equivalent economic and voting rights to common stockholders.
• Exchangeable shareholders can instruct Computershare Trust Company of Canada, the Trustee, on how to vote their shares by submitting a voting instruction card by June 4, 2024, at 12:00 p.m. Eastern time.
• If no voting instructions are received, the Trustee will not vote the exchangeable shares.
• Alternatively, exchangeable shareholders can request a proxy to vote in person.
• Non-registered holders of exchangeable shares should follow the instructions provided by their intermediaries to exercise their voting rights.

Sentiment

Score: 7

Explanation: The document is a standard proxy statement, indicating a neutral sentiment. It outlines routine corporate governance procedures.

Positives

• The meeting ensures that shareholders have the opportunity to participate in key decisions regarding the company's governance and direction.
• The ratification of the auditor provides assurance of financial oversight.
• Exchangeable shareholders have equivalent voting rights to common stockholders.

Risks

• If exchangeable shareholders do not provide voting instructions by the deadline, their shares will not be voted.
• Non-registered holders must rely on their intermediaries to receive and process voting instructions, which could introduce delays or errors.

Future Outlook

The document outlines the standard procedures for an annual meeting, with no specific forward-looking statements about the company's financial performance or strategic direction.

Industry Context

This announcement is a routine part of corporate governance for publicly traded companies, ensuring compliance with securities regulations and providing shareholders with the opportunity to participate in key decisions.

Corporate Governance

Stakeholder Impact

• Shareholders have the opportunity to vote on key company matters.
• The election of directors will influence the company's strategic direction.
• The ratification of the auditor ensures financial oversight and transparency.

Next Steps

• Exchangeable shareholders need to review the proxy materials and provide voting instructions by the specified deadline.
• The company will hold the annual meeting on June 6, 2024.
• The results of the votes will be disclosed following the meeting.

Key Dates

Keywords

Annual Meeting, Stockholders, Proxy Statement, D-Wave Quantum, Exchangeable Shares, Voting Rights, Directors, Auditor, Grant Thornton, Officer Exculpation