Quantum Computing (QUBT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for December 10, 2024, at the company’s Hoboken, NJ offices, with voting on key proposals and a report on operations to follow.

• Shareholders of record as of October 18, 2024, are eligible to vote on four main proposals, including director elections, executive compensation, auditor ratification, and a significant share issuance.

• Voting can be conducted online, by phone, mail, or in person, with detailed instructions provided to ensure broad participation.

Voting matters and shareholder proposals

• Election of five directors to serve until the next annual meeting.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of BPM LLP as the independent registered public accounting firm for 2024.

• Approval for the issuance of 20% or more of outstanding shares upon conversion of a $8.25M secured convertible note to Streeterville Capital, LLC.

• No other shareholder proposals or contested matters are expected at the meeting.

Board of directors and corporate governance

• Board consists of six members, with five standing for re-election; four are independent per Nasdaq rules.

• Board committees include audit, compensation, and nominating/governance, each with defined charters and independent leadership.

• Board diversity matrix disclosed; ongoing efforts to enhance gender and ethnic diversity.

• No family relationships among directors or executive officers.

• All directors attended at least 75% of meetings in 2023.