IONQ Shareholders Back Board, Flag Pay Concerns in 2025 Vote

Rhea-AI Filing Summary

Item 5.07 – Results of IonQ’s 2025 Annual Meeting of Stockholders

IonQ, Inc. (NYSE: IONQ) reported the voting outcomes from its 17 June 2025 annual meeting. Two Class I directors were successfully re-elected to serve until the 2028 meeting: Niccolo de Masi received 60,572,382 “For” votes versus 1,986,960 withheld, while Inder M. Singh received 50,750,772 “For” votes versus 11,808,570 withheld. Each proposal carried 52,916,886 broker non-votes.

The non-binding “say-on-pay” proposal passed with 39,900,600 votes in favor (≈64 %), 22,233,654 against (≈35 %), and 425,088 abstentions, suggesting a material minority of shareholders question current compensation practices.

Shareholders overwhelmingly ratified Ernst & Young LLP as independent auditor for FY 2025, delivering 114,159,284 “For” votes (≈99 %), 588,969 against, and 727,975 abstentions.

No other matters were presented and the Form 8-K contained no financial performance updates, transactions, or strategic announcements.

Positive

• Board continuity secured through re-election of both Class I directors until 2028.
• Independent auditor ratified with 99 % support, minimizing audit-related risk.

Negative

• 35 % opposition to executive compensation highlights shareholder dissatisfaction and potential governance headwinds.

Insights

Corporate Governance Expert

TL;DR: Routine meeting; directors re-elected, auditor confirmed, but 35 % ‘no’ on pay shows rising governance push-back.

The re-election of de Masi and Singh maintains board continuity, important for a fast-growing quantum-computing company. However, the 35 % opposition to executive compensation is well above the 20 % vigilance threshold used by many proxy advisors. Management should expect engagement demands and potential adjustments to pay structure in the 2026 proxy. Auditor ratification at 99 % removes uncertainty regarding 2025 financial statement sign-off. Overall impact is neutral: normal corporate governance cycle with a cautionary signal on compensation.

Sell-Side Financial Analyst

TL;DR: Voting results do not change the equity story; modest risk from elevated dissent on compensation.

From a valuation viewpoint the filing is non-financial and does not alter revenue or margin forecasts. Board stability supports strategic execution on IonQ’s technology roadmap. The sizeable ‘against’ vote on pay could distract management if follow-up engagement becomes protracted, but it is unlikely to affect near-term fundamentals. I view the disclosure as not materially impactful to our investment thesis.

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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 17, 2025

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 annual meeting of stockholders (the “Annual Meeting”) on June 17, 2025. 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 28, 2025.

Proposal No. 1: Election of two nominees to serve as Class I directors until the 2028 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				Votes Against				Withhold				Broker Non-Votes
Niccolo de Masi		60,572,382				—				1,986,960				52,916,886
Inder M. Singh		50,750,772				—				11,808,570				52,916,886

Proposal No. 2: Approval, on a non-binding, advisory basis, of 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 28, 2025. The votes were cast as follows:

	Votes For				Votes Against				Abstained				Broker Non-Votes
Advisory vote on the named executive officer compensation described in the definitive proxy statement		39,900,600				22,233,654				425,088				52,916,886

Proposal No. 3: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2025. The votes were cast as follows:

	Votes For				Votes Against				Abstained				Broker Non-Votes
Ratification of appointment of Ernst & Young LLP		114,159,284				588,969				727,975				—

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 20, 2025	By:	/s/ Stacey Giamalis
			Stacey Giamalis Chief Legal Officer and Corporate Secretary

FAQ

What proposals did IonQ (IONQ) shareholders vote on in the 2025 annual meeting?

Three proposals: re-election of two Class I directors, advisory vote on executive compensation, and ratification of Ernst & Young LLP as auditor.

How much shareholder support did IonQ’s say-on-pay proposal receive?

The advisory executive-compensation proposal received 64 % ‘For’ and 35 % ‘Against’ votes.

Were IonQ’s Class I directors re-elected?

Yes. Niccolo de Masi received 60.6 M ‘For’ votes; Inder M. Singh received 50.8 M ‘For’ votes.

Did shareholders approve IonQ’s auditor for 2025?

Yes. Ernst & Young LLP was ratified with 114.2 M votes in favor (≈99 %).

Does the Form 8-K include any financial results or guidance updates?

No. The filing is limited to voting results and contains no financial performance data or guidance.