Quantum Computing (QUBT) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held on June 24, 2026, to vote on director elections, executive compensation, auditor ratification, amendments to the certificate of incorporation, and the equity incentive plan.

• The company reported significant progress in 2025, including increased revenue, expanded manufacturing, and strategic acquisitions.

• Leadership transitions occurred in 2025, with Dr. Yuping Huang appointed CEO and Christopher Roberts as CFO.

• The company ended 2025 with $737.9 million in cash and $782.5 million in investments, following major equity financings.

Voting matters and shareholder proposals

• Six directors are nominated for election to serve until the next annual meeting.

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

• Ratification of BPM LLP as independent auditor for 2026 is proposed.

• Proposal to amend the certificate of incorporation to increase authorized common stock from 250 million to 450 million shares.

• Proposal to amend the 2022 Equity and Incentive Plan to increase shares authorized and modify the evergreen provision.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Risk, each with defined responsibilities.

• The Audit Committee is chaired by Michael Turmelle, who is designated as a financial expert.

• Directors are encouraged to attend annual meetings; all attended in 2025.

• No family relationships exist among directors and executive officers.