Q/C Technologies (QCLS) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 25, 2024, with voting available online, by phone, or by mail.

• Stockholders will vote on the election of seven directors, an amendment to the equity incentive plan, auditor ratification, and potential adjournment.

• The Board recommends voting in favor of all proposals.

Voting matters and shareholder proposals

• Proposals include electing seven directors, amending the 2021 Equity Incentive Plan to add 2,259,060 shares, ratifying Stephano Slack LLC as auditor, and authorizing adjournment if needed.

• The Board unanimously recommends voting “FOR” all proposals.

• Abstentions count as votes against all but the director election, where they have no effect.

• No dissenters’ or appraisal rights are available for these matters.

Board of directors and corporate governance

• Seven nominees, all current directors, are up for election for one-year terms.

• The Board consists of a majority of independent directors as defined by Nasdaq rules.

• Committees include Audit, Compensation, Nominating and Corporate Governance, and Risk and Disclosure.

• The company has implemented governance reforms, including annual reviews of its Code of Business Ethics and a Whistleblower Policy.

• Board diversity matrix shows all directors are male and white, with no formal diversity policy.