Filing Overview
D-Wave Quantum Inc. filed a Form 8-K dated April 4, 2023, reporting changes to its Board of Directors under Item 5.02. The report was signed on April 10, 2023.
Business Context and Reporting Period
The filing concerns board composition and director appointments. It does not report operating or financial results for a specific fiscal period.
Material Changes
- Eduard van Gelderen resigned as a director effective April 4, 2023.
- The company stated that the resignation was not due to any disagreement regarding its operations, policies, or practices.
- Ziv Ehrenfeld was appointed to serve as a director for the remainder of Mr. van Gelderen’s term, effective immediately.
- Mr. Ehrenfeld had not yet been assigned to a board committee. The company expected to appoint him to the Compensation Committee following the expected recommendation of the Nominating and Governance Committee.
Financial Metrics, Liquidity, and Debt
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Compensation, Indemnification, and Other Matters
- The company and Mr. Ehrenfeld entered into the company’s standard Director & Officer Indemnification Agreement, covering certain expenses, including attorneys’ fees, judgments, fines, and settlement amounts arising from qualifying service-related actions or proceedings.
- Mr. Ehrenfeld is not eligible for compensation for his board or committee service.
- The filing states that there is no arrangement or understanding pursuant to which Mr. Ehrenfeld was selected as a director.
- The filing states that there are no reportable related-party transactions between the company and Mr. Ehrenfeld under Item 404(a) of Regulation S-K.
Guidance, Outlook, and Risks
No financial guidance or business outlook was provided. Investors should note the potential obligations under the director indemnification agreement, although the filing does not quantify any related exposure.
Important Facts to Verify
- Whether Mr. Ehrenfeld was formally appointed to the Compensation Committee after the expected committee recommendation.
- The remaining duration of Mr. Ehrenfeld’s board term and any subsequent changes in board composition.
- Any later disclosures regarding director compensation, committee assignments, or indemnification obligations.