DEF: Rigetti Computing Sets Date for 2025 Annual Stockholders Meeting, Outlines Key Proposals

Rigetti Computing will hold its 2025 Annual Meeting of Stockholders virtually on June 10, 2025, to elect directors and ratify the selection of its independent accounting firm.

Summary

• Rigetti Computing, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 10, 2025, at 9:00 a.m. Pacific Time.
• Stockholders of record as of April 15, 2025, are eligible to vote.
• The meeting will include the election of two Class III directors, Michael Clifton and Ray Johnson, to serve until the 2028 Annual Meeting.
• The selection of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2025, will be ratified.
• The board recommends voting for the election of Michael Clifton and Ray Johnson as Class III directors.
• The board recommends voting for the ratification of BDO USA, P.C. as the company's independent registered public accounting firm.
• Stockholders can vote online, by telephone, or by mail before the meeting, or online during the meeting.
• The company will pay for the cost of soliciting proxies.
• To be timely for the 2026 annual meeting of stockholders, a stockholder's notice must be delivered to or mailed and received by our Secretary at our principal executive offices between February 10, 2026 and March 12, 2026.

Sentiment

Score: 7

Explanation: The document is primarily informational and procedural, with a neutral to slightly positive tone due to the invitation to participate and the emphasis on good corporate governance.

Positives

• Hosting a virtual meeting enables increased stockholder participation and improves meeting efficiency.
• The Board of Directors is actively engaged in risk oversight, ensuring strategic and operational risks are managed.
• The company has a Code of Business Conduct and Ethics applicable to all employees, officers, and directors.
• The company has an Incentive Compensation Recoupment Policy (Clawback Policy) for recoupment of incentive compensation in accordance with SEC requirements and Nasdaq listing standards.

Negatives

• Cathy McCarthy will not stand for re-election to the Board of Directors of the Company upon the completion of her current term.
• If you are a stockholder of record and do not have your shares voted by submitting a proxy through the internet, by telephone, by completing the proxy card that may be delivered to you or online during the Annual Meeting, your shares will not be voted.

Risks

• If the stockholders fail to ratify the appointment [of BDO], the Audit Committee of our Board of Directors will reconsider whether or not to retain that firm.
• If any other matters are properly brought before the Annual Meeting, the accompanying proxy gives the persons named as proxy the authority to vote on those matters in accordance with their best judgment.

Future Outlook

The Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.

Management Comments

• On behalf of our Board of Directors, it is our pleasure to invite you to attend the 2025 Annual Meeting of Stockholders.
• We believe hosting a virtual meeting enables increased stockholder participation and improves meeting efficiency and our ability to communicate effectively with our stockholders, while lowering the cost of conducting the Annual Meeting.
• Your vote is very important.
• Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted.

Industry Context

This proxy statement is a standard corporate governance document required for publicly traded companies, ensuring transparency and providing stockholders with the information needed to make informed decisions regarding the company's direction and leadership.

Comparison to Industry Standards

• The virtual annual meeting format aligns with a growing trend among public companies to enhance accessibility and reduce costs, similar to practices adopted by companies like Amazon and Alphabet.
• The director compensation structure, including cash retainers and equity grants, is consistent with industry benchmarks for technology companies of similar size and stage, as seen in peer companies like IonQ and D-Wave Systems.
• The company's related person transactions policy reflects standard corporate governance practices aimed at ensuring fairness and transparency, comparable to policies implemented by companies like IBM and Microsoft.

Management Changes

Corporate Governance

Related Party Transactions

• Sponsor Support Agreement outlines voting commitments and vesting conditions for shares held by Sponsor Holders.
• Amended and Restated Registration Rights Agreement grants certain securityholders registration rights for their shares.

Stakeholder Impact

• Shareholders are provided with the opportunity to vote on key company matters.
• Directors and executive officers are subject to indemnification agreements.
• Employees are governed by the Code of Business Conduct and Ethics.

Next Steps

• Stockholders are encouraged to vote by proxy before the Annual Meeting.
• Attend the virtual Annual Meeting on June 10, 2025.
• Monitor the company's website for updates and announcements.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Stockholders, Directors, BDO USA, Voting, Governance, Rigetti Computing