Q/C Technologies (QCLS) Proxy Filing summary

Executive summary

• Annual meeting scheduled for May 20, 2025, to be held virtually, with voting on key proposals affecting governance and capital structure.

• Board recommends voting in favor of all proposals, including director elections, auditor ratification, reverse stock split, share increase, preferred stock amendment, and adjournment.

• Record date for voting is March 25, 2025; multiple classes of stock with varying voting rights are eligible to vote.

Voting matters and shareholder proposals

• Six directors to be elected for one-year terms.

• Ratification of Stephano Slack LLC as independent auditor for 2025.

• Proposal to effect a reverse stock split at a ratio between 1-for-2 and 1-for-100, at Board discretion, to maintain Nasdaq listing.

• Proposal to increase authorized common shares from 250M to 1.25B and total capital stock to 1.3B.

• Proposal to authorize Board to increase stated value of Series F and F-1 Preferred Stock up to $1,250 per share.

• Proposal to adjourn the meeting if more time is needed to solicit votes.

Board of directors and corporate governance

• Board will be reduced from seven to six members after the meeting.

• All current nominees have significant industry, financial, or governance experience.

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

• Majority of directors are independent under Nasdaq rules.

• No formal board diversity policy, but diversity of experience and skills considered.