Rigetti Computing (RGTI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 9, 2026, with stockholders able to participate and vote online using a control number provided in proxy materials.

• The record date for voting is April 15, 2026, with 332,345,548 shares of common stock outstanding and entitled to vote.

• Proxy materials, including the proxy statement and annual report, are available online, and stockholders are encouraged to vote by proxy even if not attending.

Voting matters and shareholder proposals

• Stockholders will vote on electing one Class I director (Dr. Subodh Kulkarni) to serve until the 2029 annual meeting.

• Ratification of BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, is on the agenda.

• Procedures for submitting shareholder proposals and director nominations for the 2027 annual meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The board will be reduced to five members after the meeting, with Dr. Kulkarni nominated for re-election and Ms. Sandford not standing for re-election.

• The board is majority independent, with an independent chairman and three standing committees: audit, compensation, and nominating/corporate governance.

• The board met four times in 2025, and all directors attended at least 75% of meetings.

• Corporate governance guidelines, a code of conduct, and an insider trading policy are in place.