D-Wave Quantum (QBTS) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 4, 2026, with key items up for shareholder vote.

• Holders of exchangeable shares have rights equivalent to common stockholders, including voting at the meeting.

• Proxy materials and annual report for 2025 are available electronically, with printed copies upon request.

Voting matters and shareholder proposals

• Election of two Class I directors to serve until the 2029 annual meeting.

• Advisory vote on executive compensation (Say-on-Pay Vote).

• Advisory vote on the frequency of future Say-on-Pay Votes.

• Ratification of Grant Thornton LLP as independent auditor for fiscal year ending December 31, 2026.

• Other business may be transacted as properly brought before the meeting.

Board of directors and corporate governance

• Nominees for Class I director positions are Alan E. Baratz and Sharon Holt.