Quantum Computing (QUBT) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 24, 2026, with six directors up for election and several key proposals on the agenda.

• 2025 saw significant progress in manufacturing, commercialization, and financial strength, including new facility openings, strategic acquisitions, and increased liquidity.

• Leadership transitions included the appointment of a new CEO and CFO, with updated employment agreements and compensation structures.

Voting matters and shareholder proposals

• Proposals include electing six directors, a non-binding say-on-pay vote, ratification of BPM LLP as auditor, increasing authorized common stock, and amending the 2022 Equity and Incentive Plan.

• Proposal 4 seeks to increase authorized common stock from 250M to 450M shares, providing flexibility for future corporate needs.

• Proposal 5 amends the equity plan to increase shares available and modifies the evergreen provision, also removing the non-employee director compensation cap.

Board of directors and corporate governance

• The board consists of six members, five of whom are independent, with diverse backgrounds in quantum technology, finance, and operations.

• Committees include audit, compensation, nominating and governance, and risk, each with defined charters and responsibilities.

• The board emphasizes diversity, inclusion, and a values-based culture, with regular meetings and high attendance.