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D-Wave Quantum (QBTS) 2026 meeting backs pay plans and reshapes board roles

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

D-Wave Quantum Inc. reported the results of its 2026 annual stockholder meeting. Stockholders elected Alan E. Baratz and Sharon Holt as Class I directors to serve until the 2029 annual meeting, approved executive compensation on an advisory basis, and chose an annual frequency for future Say-on-Pay votes. They also ratified Grant Thornton LLP as independent registered public accounting firm for the year ending December 31, 2026. Following the meeting, the Board reallocated several leadership roles, naming Sharon Holt as Chair of the Board and adjusting committee chairs and memberships across the Compensation, Cybersecurity, and Nominating and Governance Committees.

Positive

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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.
Votes for Alan E. Baratz 94,418,236 votes Election as Class I director at 2026 annual meeting
Votes for Sharon Holt 82,745,067 votes Election as Class I director at 2026 annual meeting
Say-on-Pay support 90,652,337 votes for Advisory vote on executive compensation at 2026 meeting
Annual frequency choice 93,701,442 votes for one year Advisory Say-on-Frequency vote at 2026 meeting
Auditor ratification for votes 198,587,721 votes for Ratification of Grant Thornton LLP for 2026 fiscal year
Auditor ratification against votes 2,310,399 votes against Ratification of Grant Thornton LLP for 2026 fiscal year
Say-on-Pay Vote financial
"approved, on an advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”)"
A say-on-pay vote is a shareholder advisory vote on a company’s executive compensation package, usually held at the annual meeting to approve or voice disapproval of how top managers are paid. Think of it as a feedback button for owners: while the vote is often nonbinding, a strong negative outcome warns of governance problems, can force pay-policy changes, damage board credibility and ultimately influence long-term shareholder returns.
Say-on-Frequency Vote financial
"approved, on an advisory basis, one year as the frequency of future Say-on-Pay Votes (the “Say-on-Frequency Vote”)"
independent registered public accounting firm financial
"ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 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.
Compensation Committee financial
"designated Rohit Ghai to replace John D. DiLullo as chair of the Board’s Compensation Committee (the “Compensation Committee”)"
A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.
Nominating and Governance Committee financial
"appointed Steven M. West to replace Rohit Ghai as a member of the Board’s Nominating and Governance Committee"
A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.
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Understanding 8-K Material Events →
0001907982FALSE00019079822026-06-042026-06-04

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 4, 2026
_____________________________________________________________
D-Wave Quantum Inc.
(Exact Name of Registrant as Specified in Its Charter)
_____________________________________________________________
Delaware001-4146888-1068854
(State or other jurisdiction of incorporation or organization)(Commission File Number)(I.R.S. Employer Identification No.)
2650 East Bayshore Road
Palo Alto, California
94303
(Address of principal executive offices)
(650) 285-2881
(Registrant’s telephone number, including area code)
N/A
(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:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, par value $0.0001 per shareQBTSNew 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
o
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.
o



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

On June 4, 2026, D-Wave Quantum Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders (1) elected Alan E. Baratz and Sharon Holt as Class I directors to serve until the 2029 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified; (2) approved, on an advisory basis, the compensation of the Company’s named executive officers (the “Say-on-Pay Vote”); (3) approved, on an advisory basis, one year as the frequency of future Say-on-Pay Votes (the “Say-on-Frequency Vote”); and (4) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

1.The voting results with respect to the election of directors were as follows:
ForWithholdBroker Non-Votes
Alan E. Baratz94,418,2361,708,547106,349,877
Sharon Holt82,745,06713,381,716106,349,877
2.The voting results with respect to the Say-on-Pay Vote were as follows:

ForAgainstAbstainBroker Non-Votes
90,652,3374,572,341902,105106,349,877

3.The voting results with respect to the Say-on-Frequency Vote were as follows:

One YearTwo YearsThree YearsAbstainBroker Non-Votes
93,701,442571,286818,7871,035,268106,349,877
4.The voting results with respect to the ratification of the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 were as follows:

ForAgainstAbstainBroker Non-Votes
198,587,7212,310,3991,578,540N/A

Based on the results of the Say-on-Frequency Vote as reported above, stockholders that voted on the proposal at the Annual Meeting indicated a preference to hold the Company’s future Say-on-Pay Votes once every year. On June 4, 2026, the Company’s Board of Directors (the “Board”) determined to hold a Say-on-Pay Vote once every year until the next required Say-on-Frequency Vote, consistent with such voting results and the Board's prior recommendation in the proxy statement for the Annual Meeting that Say-on-Pay Votes be held once every year.

In addition, on June 4, 2026, the Board (i) elected Sharon Holt to replace Steven M. West as Chair of the Board, (ii) designated Rohit Ghai to replace John D. DiLullo as chair of the Board’s Compensation Committee (the “Compensation Committee”), (iii) appointed Steven M. West to replace John D. DiLullo as a member of the Compensation Committee, (iv) appointed John D. DiLullo to replace Sharon Holt as a member of the Board’s Cybersecurity Committee, and (v) appointed Steven M. West to replace Rohit Ghai as a member of the Board’s Nominating and Governance Committee, all effective immediately after the Annual Meeting.





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.

Date: June 8, 2026
D-Wave Quantum Inc.
By:/s/ Alan Baratz
Name:Alan Baratz
Title:President & Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did D-Wave Quantum Inc. (QBTS) stockholders approve at the 2026 annual meeting?

Stockholders elected two Class I directors, approved named executive officer compensation, chose an annual Say-on-Pay frequency, and ratified Grant Thornton LLP as auditor for the year ending December 31, 2026.

Who was elected as directors of D-Wave Quantum Inc. (QBTS) in 2026?

Alan E. Baratz and Sharon Holt were elected as Class I directors. They will serve until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified.

What were the Say-on-Pay voting results for D-Wave Quantum Inc. (QBTS)?

The advisory Say-on-Pay vote received 90,652,337 votes for, 4,572,341 against, 902,105 abstentions, and 106,349,877 broker non-votes, indicating broad support for the company’s named executive officer compensation program.

How often will D-Wave Quantum Inc. (QBTS) hold future Say-on-Pay votes?

Stockholders expressed a preference for annual Say-on-Pay votes, with 93,701,442 votes for one year. The Board decided to hold Say-on-Pay votes once every year until the next required Say-on-Frequency vote.

Which auditor did D-Wave Quantum Inc. (QBTS) stockholders ratify for 2026?

Stockholders ratified Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 198,587,721 votes for, 2,310,399 against, and 1,578,540 abstentions.

What Board leadership changes did D-Wave Quantum Inc. (QBTS) make after the 2026 meeting?

The Board elected Sharon Holt as Chair, designated Rohit Ghai as Compensation Committee chair, and reassigned Steven M. West and John D. DiLullo among the Compensation, Cybersecurity, and Nominating and Governance Committees.

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