DEF: D-Wave Quantum Sets 2026 Annual Meeting for June 4

D-Wave Quantum Inc. has announced its 2026 Annual Meeting of Stockholders will be held virtually on June 4, 2026, to elect directors, vote on executive compensation, and ratify auditor appointments.

Summary

• D-Wave Quantum Inc. is holding its 2026 Annual Meeting of Stockholders virtually on June 4, 2026, at 9:00 a.m. Pacific Time.
• The meeting agenda includes the election of Alan E. Baratz and Sharon Holt as Class I directors, an advisory vote on executive compensation (Say-on-Pay), an advisory vote on the frequency of future Say-on-Pay votes, and the ratification of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
• The record date for stockholders entitled to vote is April 15, 2026.
• Stockholders can attend and vote virtually via webcast at www.virtualshareholdermeeting.com/QBTS2026.
• Proxy materials are available online, and stockholders are encouraged to vote by phone, online, or by mail prior to the meeting.
• The Board of Directors recommends voting FOR the election of the director nominees, FOR the Say-on-Pay vote, ONE YEAR for the frequency of future Say-on-Pay votes, and FOR the ratification of Grant Thornton LLP.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it is a routine proxy statement for an annual meeting and does not contain new operational or financial performance information.

Positives

• The company is holding its annual meeting as scheduled, indicating ongoing operational and governance processes.
• The board is proposing experienced individuals for re-election, suggesting stability in leadership.
• The company is seeking stockholder ratification for its auditor, demonstrating a commitment to good corporate governance.
• The virtual meeting format allows for broader stockholder participation regardless of location.

Negatives

• The filing does not contain financial performance data for the most recent period, as it is a proxy statement for an upcoming meeting.
• The company has experienced net losses in recent years, as indicated in the Pay Versus Performance table (though this is historical context, not new information in this filing).

Risks

• The election of directors is based on a plurality vote, meaning nominees with the most FOR votes will be elected, and votes withheld or broker non-votes will have no effect, which could lead to directors being elected with less than majority support.
• The advisory nature of the Say-on-Pay and Say-on-Frequency votes means that while stockholder sentiment is considered, the Board is not legally bound by the outcome.
• The company's continued reliance on equity compensation, while standard, carries inherent risks related to stock price volatility and dilution for existing shareholders.

Future Outlook

The filing is a proxy statement for an upcoming annual meeting and does not contain specific forward-looking financial guidance. It outlines proposals for director elections, executive compensation votes, and auditor ratification.

Management Comments

• "Whether or not you plan to attend the Annual Meeting, please vote as soon as possible by following the instructions in this proxy statement to make sure that your shares are represented at the Annual Meeting."
• "Promptly voting your shares will ensure the presence of a quorum at the Annual Meeting and will save us the expense of further solicitation."
• "As part of the Annual Meeting, we will hold a Q&A session, during which we intend to answer questions that are pertinent to the Company and the meeting matters, as time permits."

Industry Context

StockSavvy.ai notes that D-Wave Quantum Inc.'s proxy statement reflects standard corporate governance practices for a publicly traded company, including the election of directors, advisory votes on executive compensation, and auditor ratification. The virtual meeting format is increasingly common in the industry, aiming to enhance shareholder accessibility.

Comparison to Industry Standards

• The structure of the annual meeting, including proposals for director elections, Say-on-Pay votes, and auditor ratification, aligns with standard practices observed in the technology and quantum computing sectors.
• The use of a virtual meeting format is consistent with trends seen across various industries, particularly post-pandemic, to increase accessibility and reduce logistical costs.
• The compensation benchmarking against a peer group of technology and quantum computing companies is a standard practice to ensure competitive executive compensation packages.

Management Changes

Corporate Governance

Related Party Transactions

• The filing mentions a Loan and Security Agreement entered into on April 13, 2023, with PSPIB Unitas Investments II Inc. (PSPIB), which was a related person to the company's former largest stockholder. The loan was fully repaid as of October 22, 2024.

Stakeholder Impact

• Shareholders: Will vote on director elections, executive compensation, and auditor ratification, influencing corporate governance and executive pay practices.
• Management: Executive compensation is subject to advisory stockholder vote, potentially influencing future compensation decisions.
• Auditors: The ratification of Grant Thornton LLP's appointment by stockholders provides continued oversight and confidence in financial reporting.

Next Steps

• Stockholders to vote on the proposed resolutions at the Annual Meeting on June 4, 2026.
• The company will report the final voting results in a Current Report on Form 8-K within four business days of the Annual Meeting.

Key Dates

Recommendation

This filing is a proxy statement for an upcoming annual meeting and does not contain new financial or operational information that would warrant a buy or sell recommendation. It outlines standard corporate governance proposals. A 'hold' recommendation is appropriate as investors await future performance updates.

Keywords

D-Wave Quantum, Proxy Statement, Annual Meeting, Stockholders, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, QBTS