Quantum Computing Inc. (QUBT) expands authorized stock and equity plan at 2026 meeting
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Quantum Computing Inc. reported results of its 2026 Annual Meeting, where stockholders approved significant changes to its capital structure and equity plan. They increased authorized capital stock to 460,000,000 shares, including 450,000,000 common shares and 10,000,000 preferred shares.
Stockholders also approved an amendment to the 2022 Equity and Incentive Plan, raising shares available under the plan from 20,000,000 to 30,000,000 and revising the evergreen provision to an annual increase of 2% of shares outstanding through January 1, 2032, subject to board discretion. All six director nominees were elected, executive compensation received advisory approval, and BPM LLP was ratified as auditor.
Positive
- None.
Negative
- None.
Insights
QUBT expands share capacity and equity plan, enabling greater future issuance.
Quantum Computing Inc. gained stockholder approval to increase authorized common stock to 450,000,000 shares and boost its capital stock authorization to 460,000,000. The 2022 Equity and Incentive Plan now covers 30,000,000 shares, with an evergreen feature tied to 2% of shares outstanding through January 1, 2032.
These actions provide broad flexibility to issue additional equity for financing, acquisitions or employee incentives, but actual impact depends on how many shares are ultimately issued. The Annual Meeting also confirmed board composition, advisory support for executive pay, and ratified BPM LLP as auditor for the year ending December 31, 2026.
8-K Event Classification
5 items: 3.03, 5.02, 5.03, 5.07, 9.01
5 items
Item 3.03
Material Modification to Rights of Security Holders
Securities
A change was made that materially affects the rights of existing shareholders (e.g., dividend rights, voting rights).
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Authorized capital stock: 460,000,000 shares
Authorized common stock: 450,000,000 shares
Equity plan share pool: 30,000,000 shares
+5 more
8 metrics
Authorized capital stock
460,000,000 shares
Total authorized capital stock after Certificate of Amendment
Authorized common stock
450,000,000 shares
Common stock authorization increased from 250,000,000 shares
Equity plan share pool
30,000,000 shares
Shares authorized under 2022 Equity and Incentive Plan after amendment
Prior equity plan share pool
20,000,000 shares
Shares previously authorized under 2022 Equity and Incentive Plan
Evergreen annual increase
2% of shares outstanding
Annual plan increase through January 1, 2032, subject to board adjustment
Shares outstanding at record date
225,522,137 shares
Common stock outstanding as of April 27, 2026 record date
Meeting quorum
56.1%
Percentage of outstanding shares present or represented at Annual Meeting
Votes for share increase amendment
113,706,471 votes
Votes for increasing authorized common stock to 450,000,000 shares
Key Terms
2022 Equity and Incentive Plan, evergreen provision, Non-Employee Director Limit, Certificate of Amendment, +2 more
6 terms
2022 Equity and Incentive Plan financial
"the Company’s stockholders approved an amendment (the “Plan Amendment”) to the Company’s 2022 Equity and Incentive Plan"
evergreen provision financial
"amends the annual automatic increase (evergreen) provision to provide for an annual increase equal to 2% of the total shares"
An evergreen provision is a clause in a financing or contract that automatically renews or replenishes the arrangement unless one party actively cancels it, like a subscription that keeps renewing each term. For investors it matters because it creates predictable, ongoing access to funding or ongoing contractual obligations — helping liquidity and planning — but can also hide long-term commitments or dilution risks if not reviewed.
Non-Employee Director Limit financial
"and (iii) removes the Non-Employee Director Limit."
Certificate of Amendment regulatory
"the Company filed a Certificate of Amendment to its Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
broker non-votes financial
"The number of votes cast for and against (or withheld) and the number of abstentions and broker non-votes"
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 financial
"ratified the selection of BPM LLP as the Company’s independent registered public accounting firm"
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.
FAQ
What did Quantum Computing Inc. (QUBT) stockholders approve at the 2026 Annual Meeting?
Stockholders approved all five proposals, including electing six directors, advisory approval of named executive officer compensation, ratifying BPM LLP as auditor, increasing authorized common stock to 450,000,000 shares, and amending the 2022 Equity and Incentive Plan to expand share capacity and adjust its evergreen feature.
What are the key changes to Quantum Computing Inc. (QUBT) 2022 Equity and Incentive Plan?
The plan now authorizes 30,000,000 shares, up from 20,000,000. It replaces a fixed 1,000,000-share annual increase with an evergreen equal to 2% of shares outstanding through January 1, 2032, subject to board discretion, and removes the Non-Employee Director Limit from the plan.
What quorum and record date details did QUBT disclose for the 2026 Annual Meeting?
As of the April 27, 2026 record date, Quantum Computing Inc. had 225,522,137 common shares outstanding, each entitled to one vote. At the Annual Meeting, 56.1% of shares outstanding and entitled to vote were present in person or by proxy, establishing a valid quorum for business.
How did Quantum Computing Inc. (QUBT) stockholders vote on the equity plan amendment?
For the amendment to the 2022 Equity and Incentive Plan, stockholders cast 31,742,436 votes for, 18,167,988 votes against, and 887,663 abstentions, with 75,714,459 broker non-votes. This approval allows the company to use additional shares for equity-based compensation programs under the revised plan terms.
Which auditor did Quantum Computing Inc. (QUBT) stockholders ratify for fiscal year 2026?
Stockholders ratified BPM LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification vote was 123,773,824 shares for, 1,526,242 against, and 1,212,480 abstentions, with no broker non-votes reported on this proposal.