IonQ (IONQ) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 16, 2026, to elect two directors, ratify the appointment of EY as auditor, and approve a non-binding say-on-pay resolution for 2025 executive compensation.

• Only stockholders of record as of April 17, 2026, may vote; each share has one vote per proposal.

• The board recommends voting FOR all proposals and emphasizes the benefits of a virtual meeting format for broader participation.

• Proxy materials are distributed primarily electronically to reduce costs and environmental impact.

Voting matters and shareholder proposals

• Proposals include electing two Class II directors (Kathryn K. Chou and William F. Scannell), ratifying EY as auditor for 2026, and an advisory vote on 2025 executive compensation.

• Voting is by plurality for directors and majority for other proposals; abstentions and broker non-votes do not affect outcomes.

• Shareholders can submit proposals or director nominations for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• The board has eight members divided into three classes with staggered terms; five are independent per NYSE standards.

• Leadership includes a combined Chairman/CEO (Niccolo M. de Masi) and a Lead Independent Director (Kathryn K. Chou).

• Committees include Audit, Compensation, Nominating, and Strategy, all with independent directors.

• The board regularly reviews its composition, skills, and diversity, and encourages stockholder communications.