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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 6, 2024
_____________________________________________________________
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)
(604) 630-1428
(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
Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50QBTS.WTNew 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 companyx
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 5.07Submission of Matters to a Vote of Security Holders.
On June 6, 2024, D-Wave Quantum Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) at which its stockholders (1) elected Emil Michael, Amy Cappellanti-Wolf and Philip Adam Smalley III as Class II directors to serve until the 2027 annual meeting of stockholders, and until their respective successors shall have been duly elected and qualified; (2) did not approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to permit officer exculpation; and (3) ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
1The voting results with respect to the election of directors were as follows:
ForAgainstAbstainBroker Non-Votes
Emil Michael77,927,5551,653,939347,93831,034,997
Amy Cappellanti-Wolf78,888,942671,183369,30731,034,997
Philip Adam Smalley III77,498,9262,054,628375,87831,034,997
2The voting results with respect to a proposal to approve an amendment to the Company's Amended and Restated Certificate of Incorporation to permit officer exculpation, which was not approved because it did not receive the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote at the Annual Meeting, were as follows:
ForAgainstAbstainBroker Non-Votes
78,429,9261,110,906389,01731,034,997
3The 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, 2024 were as follows:
ForAgainstAbstainBroker Non-Votes
110,363,100232,613368,716N/A
Also, on June 6, 2024, the Board of Directors (the “Board”) of the Company appointed Sec. Kirstjen Nielsen to serve as a member of the Board’s Nominating and Governance Committee to replace Emil Michael, effective immediately after the Annual Meeting. Sec. Nielsen is a current independent member of the Board.


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 10, 2024
D-Wave Quantum Inc.
By:
/s/ Alan Baratz
Name:
Alan Baratz
Title:
President & Chief Executive Officer


v3.24.1.1.u2
Cover
Jun. 06, 2024
Entity Listings [Line Items]  
Document Type 8-K
Document Period End Date Jun. 06, 2024
Entity Registrant Name D-Wave Quantum Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 001-41468
Entity Tax Identification Number 88-1068854
Entity Address, Address Line One 2650 East Bayshore Road
Entity Address, City or Town Palo Alto
Entity Address, State or Province CA
Entity Address, Postal Zip Code 94303
City Area Code 604
Local Phone Number 630-1428
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Entity Ex Transition Period false
Entity Central Index Key 0001907982
Amendment Flag false
Common Stock  
Entity Listings [Line Items]  
Title of 12(b) Security Common stock, par value $0.0001 per share
Trading Symbol QBTS
Security Exchange Name NYSE
Warrant  
Entity Listings [Line Items]  
Title of 12(b) Security Warrants, each whole warrant exercisable for 1.4541326 shares of common stock at an exercise price of $11.50
Trading Symbol QBTS.WT
Security Exchange Name NYSE
D Wave Quantum (NYSE:QBTS)
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