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 entitled to vote on the proposals, with a quorum set at one-third of outstanding shares.

• Voting can be done online, by phone, mail, or in person, and proxy materials are primarily distributed electronically to reduce costs and environmental impact.

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 potential issuance of 20% or more of outstanding common stock upon conversion of a $8.25M secured convertible promissory note to Streeterville Capital, LLC.

• Shareholder proposals for the 2025 meeting must be received by September 10, 2025.

Board of directors and corporate governance

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

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

• Board diversity matrix provided; ongoing efforts to enhance diversity, though no female director identified for this cycle.

• Human capital management emphasizes diversity, inclusion, hybrid work, and employee wellness.