D-Wave Quantum (QBTS) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 5, 2025, to be held virtually, with voting available online, by phone, or by mail for shareholders of record as of April 9, 2025.

• Shareholders will vote on the election of three Class III directors and the ratification of Grant Thornton LLP as the independent auditor for 2025.

• The Board recommends voting in favor of all proposals and provides detailed instructions for participation and voting.

Voting matters and shareholder proposals

• Proposals include electing Steven M. West, Kirstjen Nielsen, and Roger Biscay as Class III directors (terms expiring 2028) and ratifying Grant Thornton LLP as auditor for 2025.

• Voting requires a majority for auditor ratification and a plurality for director elections; broker non-votes and abstentions have no effect.

• Shareholder proposals for the 2026 meeting must be submitted by December 26, 2025, for proxy inclusion.

Board of directors and corporate governance

• The Board consists of seven members, with staggered three-year terms across three classes.

• All directors except the CEO are independent under NYSE standards; regular executive sessions are held without management.

• Committees include Audit, Compensation, Nominating and Governance, and a new Cybersecurity Committee.

• The Board has adopted Corporate Governance Guidelines, a Code of Conduct, and a Clawback Policy compliant with NYSE requirements.