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Rigetti Computing (RGTI) posts 2026 director and auditor vote tallies

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

Rhea-AI Filing Summary

Rigetti Computing, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on June 9, 2026. Stockholders elected Subodh Kulkarni as a Class I director to serve until the 2029 Annual Meeting, receiving 84,378,493 votes for and 9,946,548 votes withheld, with 93,703,628 broker non-votes.

Stockholders also ratified the appointment of BDO USA, P.C. as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 185,103,270 votes for, 1,473,228 votes against, 1,452,171 abstentions and no broker non-votes.

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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.
Director votes for 84,378,493 votes Votes for election of Subodh Kulkarni as Class I director
Director votes withheld 9,946,548 votes Votes withheld for election of Subodh Kulkarni
Director broker non-votes 93,703,628 votes Broker non-votes on director election proposal
Auditor ratification votes for 185,103,270 votes Votes for ratifying BDO USA, P.C. as auditor for 2026
Auditor ratification votes against 1,473,228 votes Votes against ratifying BDO USA, P.C. as auditor for 2026
Auditor ratification abstentions 1,452,171 votes Abstentions on ratifying BDO USA, P.C. as auditor for 2026
Annual Meeting of Stockholders financial
"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 2026"
Class I Director financial
"elected the person listed below as a Class I Director to serve until the Company’s 2029 Annual Meeting"
A class I director is a member of a company’s board who belongs to one of several groups whose terms expire in a specified year under a staggered election system; each class is elected on a different cycle so only a portion of the board faces re-election each year. This matters to investors because it affects how quickly control of the board can change, the company’s continuity and oversight, and the ease of mounting or defending against takeover efforts—think of a team where only some players are replaced each season rather than the whole roster at once.
broker non-votes financial
"Subodh Kulkarni | 84,378,493 | 9,946,548 | 93,703,628 |"
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 appointment of BDO USA, P.C. 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.
emerging growth company regulatory
"Emerging growth company x"
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.
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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 9, 2026

 

 

 

RIGETTI COMPUTING, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-40140   88-0950636

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

775 Heinz Avenue, Berkeley, California   94710
(Address of principal executive offices)   (Zip Code)

 

(510) 210-5550

(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 obligations 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 communication 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, $0.0001 par value per share  RGTI  The Nasdaq Capital Market
Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share  RGTIW  The Nasdaq Capital Market

 

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  x

 

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.

 

Rigetti Computing, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 9, 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 the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 24, 2026.

 

Proposal 1. Election of Directors.

 

The Company’s stockholders elected the person listed below as a Class I Director to serve until the Company’s 2029 Annual Meeting of Stockholders and until their successor is duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:

 

Name  Votes For   Votes Withheld   Broker Non-Votes 
Subodh Kulkarni  84,378,493    9,946,548    93,703,628 

 

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm.

 

The Company’s stockholders ratified the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

 

Votes For   Votes Against   Abstentions   Broker Non-Votes 
 185,103,270    1,473,228   1,452,171      

 

 

 

 

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 11, 2026 RIGETTI COMPUTING, INC.
   
  By: /s/ Jeffrey Bertelsen
    Jeffrey Bertelsen
    Chief Financial Officer

 

 

 

FAQ

What did Rigetti Computing (RGTI) announce in this 8-K filing?

Rigetti Computing reported the official voting results from its 2026 Annual Meeting of Stockholders. The filing confirms the election of one Class I director and the ratification of the company’s independent registered public accounting firm for the 2026 fiscal year.

Who was elected as director at Rigetti Computing’s 2026 Annual Meeting?

Stockholders elected Subodh Kulkarni as a Class I director to serve until the 2029 Annual Meeting. He received 84,378,493 votes for and 9,946,548 votes withheld, with 93,703,628 broker non-votes recorded on this proposal.

How did Rigetti Computing (RGTI) stockholders vote on the auditor ratification?

Stockholders ratified BDO USA, P.C. as Rigetti Computing’s independent registered public accounting firm for the year ending December 31, 2026. The vote totals were 185,103,270 for, 1,473,228 against, 1,452,171 abstentions and no broker non-votes reported.

What is the term length for the newly elected Rigetti Computing director?

The elected Class I director, Subodh Kulkarni, will serve until the company’s 2029 Annual Meeting of Stockholders. He will continue in this role until a successor is duly elected and qualified, or until earlier death, resignation, or removal.

What proposals were voted on at Rigetti Computing’s 2026 Annual Meeting?

Two proposals were voted on: the election of Subodh Kulkarni as a Class I director, and the ratification of BDO USA, P.C. as Rigetti Computing’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Did Rigetti Computing (RGTI) stockholders ratify the independent auditor for 2026?

Yes. Stockholders ratified BDO USA, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with strong support reflected in 185,103,270 votes for and relatively few votes against or abstentions.

Filing Exhibits & Attachments

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