Business Context and Reporting Period
This Form 8-K reports on the 2026 Annual Meeting of Stockholders held by D-Wave Quantum Inc. on June 4, 2026. The filing details the outcomes of shareholder votes and subsequent Board of Directors actions taken immediately following the meeting.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting results.
Material Changes and Voting Results
Shareholders approved four key proposals at the Annual Meeting:
- Election of Directors: Alan E. Baratz and Sharon Holt were elected as Class I directors to serve until the 2029 annual meeting.
- Say-on-Pay Vote: Shareholders approved the compensation of named executive officers on an advisory basis.
- Say-on-Frequency Vote: Shareholders indicated a preference for annual Say-on-Pay votes (93,701,442 votes for one year).
- Auditor Ratification: Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
Management Commentary and Board Actions
Following the meeting, the Board of Directors implemented several leadership changes effective immediately:
- Chair of the Board: Sharon Holt replaced Steven M. West.
- Compensation Committee: Rohit Ghai replaced John D. DiLullo as chair; Steven M. West was appointed as a member to replace John D. DiLullo.
- Cybersecurity Committee: John D. DiLullo replaced Sharon Holt as a member.
- Nominating and Governance Committee: Steven M. West replaced Rohit Ghai as a member.
The Board confirmed it will hold Say-on-Pay votes annually, consistent with shareholder preference and prior recommendations.
Investor Verification Checklist
- Verify the specific terms of the new director appointments for Alan E. Baratz and Sharon Holt.
- Confirm the effective date of the Board leadership changes, particularly Sharon Holt's role as Chair.
- Review the full proxy statement for details on the executive compensation package approved in the Say-on-Pay vote.
- Check subsequent filings for the official appointment letter of Grant Thornton LLP for the 2026 fiscal year.