D-Wave Quantum Inc 8-K, filed Jun 10, 2024
D-Wave Quantum Inc. (QBTS)
8-K
2024-06-10
For: 2024-06-06
View Original
Added on
April 12, 2026
About this 8-K
D-Wave Quantum Inc filed this 8-K on June 10, 2024, reporting on events of June 6, 2024.
Items reported
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
_____________________________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 6, 2024
_____________________________________________________________
(Exact Name of Registrant as Specified in Its Charter)
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| (State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(Address of principal executive offices)
(604 ) 630-1428
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
_____________________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company | ||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ||||||||
| Item 5.07 | Submission of Matters to a Vote of Security Holders. | ||||
On June 6, 2024, D-Wave Quantum Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at which its stockholders (1) elected Emil Michael, Amy Cappellanti-Wolf and Philip Adam Smalley III as Class II directors to serve until the 2027 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified; (2) did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit officer exculpation; and (3) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| 1 | The voting results with respect to the election of directors were as follows: | ||||
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Emil Michael | 77,927,555 | 1,653,939 | 347,938 | 31,034,997 | |||||||||||||||||||
| Amy Cappellanti-Wolf | 78,888,942 | 671,183 | 369,307 | 31,034,997 | |||||||||||||||||||
| Philip Adam Smalley III | 77,498,926 | 2,054,628 | 375,878 | 31,034,997 | |||||||||||||||||||
| 2 | The voting results with respect to a proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to permit officer exculpation, which was not approved because it did not receive the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting, were as follows: | ||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 78,429,926 | 1,110,906 | 389,017 | 31,034,997 | ||||||||
| 3 | The voting results with respect to the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 were as follows: | ||||
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 110,363,100 | 232,613 | 368,716 | N/A | ||||||||
Also, on June 6, 2024, the Board of Directors (the “Board”) of the Company appointed Sec. Kirstjen Nielsen to serve as a member of the Board’s Nominating and Governance Committee to replace Emil Michael, effective immediately after the Annual Meeting. Sec. Nielsen is a current independent member of the Board.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: June 10, 2024 | D-Wave Quantum Inc. | |||||||
| By: | /s/ Alan Baratz | |||||||
| Name: | Alan Baratz | |||||||
| Title: | President & Chief Executive Officer | |||||||