DEFA14A: D-Wave Quantum Retains Okapi Partners for 2025 Annual Meeting Proxy Solicitation

D-Wave Quantum Inc. announced it has retained Okapi Partners LLC to assist with proxy solicitation for its upcoming 2025 Annual Meeting of Stockholders.

Summary

• This document is a supplement to the Definitive Proxy Statement on Schedule 14A filed by D-Wave Quantum Inc. on April 22, 2025.
• The supplement, dated May 28, 2025, provides additional disclosure regarding the company's 2025 Annual Meeting of Stockholders.
• The Annual Meeting is scheduled to be held virtually via live webcast on June 5, 2025, at 9:00 a.m. Pacific Time.
• D-Wave Quantum Inc. has retained Okapi Partners LLC to act as a proxy solicitor for the Annual Meeting.
• Okapi Partners LLC will assist in soliciting proxies on the company's behalf.
• The company has agreed to pay Okapi Partners LLC a fee of $20,000, plus reasonable costs and expenses, for these services.
• D-Wave Quantum Inc. will bear all proxy solicitation costs.
• Stockholders requiring assistance with casting or changing their vote are advised to contact Okapi Partners LLC.

Sentiment

Score: 5

Explanation: The document is a routine administrative update regarding the retention of a proxy solicitor for an annual meeting, with no direct positive or negative implications for the company's financial performance or strategic direction.

Positives

• The retention of Okapi Partners LLC ensures professional and efficient proxy solicitation, which can enhance shareholder participation and streamline the voting process for the Annual Meeting.
• The company bearing all proxy solicitation costs simplifies the process for stockholders and removes any financial burden on them for voting assistance.

Negatives

• The company will incur a fee of $20,000, plus additional reasonable costs and expenses, for the proxy solicitation services.

Future Outlook

The company anticipates a smooth and well-supported proxy solicitation process for its upcoming Annual Meeting on June 5, 2025, facilitated by the engagement of Okapi Partners LLC.

Industry Context

The retention of a professional proxy solicitor like Okapi Partners LLC is a common and standard practice for publicly traded companies, particularly those with a broad shareholder base, to ensure effective communication, maximize shareholder participation, and manage the complexities of proxy voting for annual meetings. This action aligns with established corporate governance best practices aimed at fostering shareholder engagement.

Comparison to Industry Standards

• The engagement of a professional proxy solicitor such as Okapi Partners LLC is a standard operational procedure for public companies, including those in the technology and quantum computing sectors like D-Wave Quantum Inc., to manage shareholder relations and ensure efficient proxy collection for annual meetings.
• The disclosed fee of $20,000 plus expenses for proxy solicitation services is within the typical range for specialized firms providing such services to publicly traded companies, comparable to similar engagements by other mid-to-large cap companies for their annual shareholder meetings.

Corporate Governance

Stakeholder Impact

• Shareholders: Will benefit from professional assistance and support from Okapi Partners LLC for casting or changing their votes for the Annual Meeting.
• Company: Will incur a cost for the proxy solicitation services but gains professional support to ensure effective shareholder engagement and meeting logistics.

Next Steps

• Conduct the 2025 Annual Meeting of Stockholders virtually on June 5, 2025.
• Okapi Partners LLC will assist stockholders with casting or changing their vote for the Annual Meeting.

Key Dates

Keywords

D-Wave Quantum, Proxy Statement, Annual Meeting, Stockholders Meeting, Proxy Solicitation, Corporate Governance, SEC Filing, DEFA14A, Okapi Partners