Business Context and Reporting Period
Rigetti Computing, Inc. filed this Form 8-K regarding the results of its 2023 Annual Meeting of Stockholders held on June 15, 2023. The report was signed and dated June 21, 2023. The filing concerns corporate governance and stockholder approvals; it does not report quarterly or annual financial results.
Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial performance metrics.
Material Changes and Meeting Results
| Proposal | Result |
|---|---|
| Election of Class I directors | Subodh Kulkarni, Ray Johnson, and H. Gail Sandford were elected to serve until the 2026 annual meeting or until their successors are elected and qualified. |
| 1-for-10 reverse stock split | Approved. The Board may implement the split at any time before the 2024 annual meeting, or may decide not to implement it. |
| Independent registered public accounting firm | BDO USA, LLP was ratified as auditor for the fiscal year ending December 31, 2023. |
| Adjournment authorization | Approved, if necessary, to solicit additional proxies for the reverse stock split proposal. |
Voting Results
| Proposal | For | Against | Withheld/Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Subodh Kulkarni | 64,078,482 | — | 424,281 withheld | 17,896,293 |
| Ray Johnson | 62,854,188 | — | 1,648,575 withheld | 17,896,293 |
| H. Gail Sandford | 56,012,993 | — | 8,489,770 withheld | 17,896,293 |
| Reverse stock split | 77,340,206 | 4,910,206 | 148,644 abstentions | — |
| Auditor ratification | 81,471,283 | 767,509 | 160,264 abstentions | — |
| Adjournment authorization | 78,789,627 | 3,245,248 | 364,181 abstentions | — |
Guidance, Outlook, Risks, and Unusual Items
- The reverse stock split is authorized but not mandatory; its timing and implementation remain at the Board’s discretion.
- If implemented, the approved ratio is one post-split share for every ten pre-split shares. The filing does not state an implementation date or related treatment of fractional shares.
- The filing contains no financial guidance, management outlook, contingencies, or operating risk commentary.
Key Facts to Verify
- Whether and when the Board implemented the authorized 1-for-10 reverse stock split.
- The effect of any reverse split on Rigetti’s share count, trading price, warrants, equity compensation, and other securities.
- Subsequent changes in the Board’s composition before the 2024 annual meeting.
- BDO USA, LLP’s continued appointment and any later auditor changes or qualifications.