D-Wave Quantum (QBTS) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 4, 2026, with voting rights extended to holders of common and exchangeable shares as of April 15, 2026.

• Stockholders can vote online, by phone, by mail, or during the meeting, with detailed procedures for both record and beneficial owners.

• The Board recommends voting for all proposals, including director elections, executive compensation, annual say-on-pay, and auditor ratification.

Voting matters and shareholder proposals

• Proposals include electing two Class I directors (Alan E. Baratz and Sharon Holt) until 2029, an advisory vote on executive compensation, an advisory vote on the frequency of say-on-pay (Board recommends annual), and ratification of Grant Thornton LLP as auditor for 2026.

• Voting results will be announced at the meeting and filed with the SEC.

• Stockholders may submit proposals for the 2027 meeting by December 24, 2026, and must follow bylaw procedures for nominations.

Board of directors and corporate governance

• The Board consists of seven members, with staggered three-year terms across three classes.

• Six directors are independent under NYSE standards; the Board holds executive sessions without management.

• Four standing committees: Audit, Compensation, Cybersecurity, and Nominating and Governance, each with defined charters and independent membership.

• Board and committee attendance exceeded 75% in 2025.