IonQ (IONQ) holders back board nominees, auditor and say-on-pay

Rhea-AI Filing Summary

IonQ, Inc. held its 2026 Annual Meeting of Stockholders on June 16, 2026. Stockholders elected two Class II directors, Kathryn K. Chou and William F. Scannell, to serve until the 2029 annual meeting and until their successors are elected and qualified.

Stockholders also ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm for 2026, with 164,960,644 votes in favor. In addition, a non-binding advisory proposal approving the compensation of IonQ’s named executive officers received 45,871,221 votes for, 39,484,263 against, and 968,383 abstentions, with 80,624,504 broker non-votes.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Total votes represented: 166,948,371 shares Votes for Chou: 61,583,731 votes Votes for Scannell: 71,677,431 votes +4 more

7 metrics

Total votes represented 166,948,371 shares All proposals at 2026 Annual Meeting

Votes for Chou 61,583,731 votes Election of Kathryn K. Chou as Class II director

Votes for Scannell 71,677,431 votes Election of William F. Scannell as Class II director

Auditor ratification for votes 164,960,644 votes Ratification of Ernst & Young LLP for 2026

Say-on-pay for votes 45,871,221 votes Advisory approval of named executive officer compensation

Say-on-pay against votes 39,484,263 votes Advisory approval of named executive officer compensation

Broker non-votes on say-on-pay 80,624,504 shares Advisory vote on executive compensation

Key Terms

Emerging growth company, broker non-votes, independent registered public accounting firm, non-binding, advisory basis, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company Item 5.07 Submission of Matters to a Vote"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

broker non-votes financial

"Broker Non-Votes | | | Total | -------------------------------------------------------------------------------- Advisory vote"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding, advisory basis regulatory

"proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers"

A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

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Understanding 8-K Material Events →

0001824920false0001824920ionq:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtAnExercisePriceOf1150PerShareMember2026-06-162026-06-160001824920ionq:CommonStockParValue00001PerShareMember2026-06-162026-06-1600018249202026-06-162026-06-16

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 16, 2026

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39694	85-2992192
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
4505 Campus Drive
College Park, Maryland				20740
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 301 298-7997

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.0001 per share		IONQ		New York Stock Exchange
Warrants, each exercisable for one share of common stock for $11.50 per share		IONQ WS		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

IonQ, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 16, 2026. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.

Proposal No. 1: Election of two nominees to serve as Class II directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. All nominees were elected. The votes were cast as follows:

	Votes For				Withhold				Broker Non-Votes				Total
Kathryn K. Chou		61,583,731				24,740,136				80,624,504				166,948,371
William F. Scannell		71,677,431				14,646,437				80,624,504				166,948,371

Proposal No. 2: The proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 was approved. The votes were cast as follows:

	Votes For				Votes Against				Abstained				Total
Ratification of appointment of Ernst & Young LLP		164,960,644				1,194,381				793,346				166,948,371

Proposal No. 3: The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026, was approved. The votes were cast as follows:

	Votes For				Votes Against				Abstained				Broker Non-Votes				Total
Advisory vote on the named executive officer compensation described in the definitive proxy statement		45,871,221				39,484,263				968,383				80,624,504				166,948,371

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			IonQ, Inc.
Date:	June 18, 2026	By:	/s/ Paul T. Dacier
			Paul T. Dacier Chief Legal Officer and Corporate Secretary

FAQ

What key decisions were made at IonQ (IONQ) 2026 Annual Meeting?

Stockholders elected two Class II directors, ratified Ernst & Young LLP as 2026 auditor, and approved on a non-binding basis the compensation of named executive officers. These outcomes maintain existing leadership, confirm the auditor, and endorse current executive pay practices.

Who was elected to IonQ (IONQ) board at the 2026 Annual Meeting?

Kathryn K. Chou and William F. Scannell were elected as Class II directors to serve until the 2029 annual meeting and until their successors are elected and qualified. Both nominees received more votes for than withheld from stockholders present or represented.

Did IonQ (IONQ) stockholders approve the 2026 auditor ratification?

Yes, stockholders ratified Ernst & Young LLP as IonQ’s independent registered public accounting firm for 2026 with 164,960,644 votes for, 1,194,381 against, and 793,346 abstentions. This confirms continued engagement of the same audit firm for the upcoming year.

How did IonQ (IONQ) stockholders vote on executive compensation in 2026?

Stockholders approved, on a non-binding advisory basis, the compensation of IonQ’s named executive officers with 45,871,221 votes for, 39,484,263 against, and 968,383 abstentions. There were also 80,624,504 broker non-votes recorded on this advisory say-on-pay proposal.

What were the total shares represented at IonQ (IONQ) 2026 Annual Meeting?

Total votes represented for each proposal were 166,948,371 shares. This figure applied to the director elections, auditor ratification, and advisory vote on executive compensation, reflecting the shares present in person or by proxy and entitled to vote.

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