Item 5.07 Submission of Matters to Vote by Securityholders.
OnSeptember 21, 2022 ,Quantum Computing Inc. (the "Company") held its 2022 annual meeting of stockholders (the "Annual Meeting"). The shares of capital stock outstanding and entitled to vote as ofJuly 29, 2022 (the record date for the Annual Meeting) (the "Record Date") were as follows: (i) 33,904,329 shares of common stock; and (ii) 1,500,004 shares of Series A convertible preferred stock. Greater than 68.50% of the shares of common stock outstanding and entitled to vote at the Annual Meeting were present in person or by proxy thereby constituting a quorum. In addition, greater than 93% of the shares of Series A convertible preferred stock outstanding and entitled to vote were present in person or by proxy at the Annual Meeting. The matters that were voted upon at the Annual Meeting, and the number of votes cast for or against/withheld, as well as the number of abstentions, as to such matters, where applicable, are set forth in the table below. With respect to the election ofRobert Liscouski ,Robert Fagenson ,Yuping Huang ,Michael Turmelle andBertrand Velge as directors to each serve a one-year term on the Board of Directors of the Company (the "Board") and until each of their successors is elected and qualified, each nominee received the number of votes set forth
opposite his name.
Number of Votes
Total Percent of Broker
Votes For Votes Cast Votes Against Abstention/Withheld Non-Votes
Election of Robert Liscouski 19,140,212 99.67 % 63,026 5,430,763
Election of Robert Fagenson 18,265,173 95.12 % 938,065 5,430,763
Election of Yuping Huang 19,098,152 99.45 % 105,086 5,430,763
Election of Michael Turmelle 19,158,037 99.76 % 45,201 5,430,763
Election of Bertrand Velge 18,125,765 94.39 % 1,077,473 5,430,763
Approval of the potential
issuance of shares in excess of
19.99% of the shares of our
common stock that were
outstanding on June 16, 2022
(the Closing date of the merger
with QPhoton, Inc. ) Upon the
conversion of the shares of
Series B Preferred stock and the
exercise of the warrants that
may be issued under the QPhoton
Agreement and Plan of Merger
(the "Share Issuance Proposal") 18,728,639 97.86 % 409,480 65,119 5,430,763
Adoption of the Restated Charter 18,519,361 97.08 % 555,325 128,552 5,430,763
Approval of the 2022 Equity and
Incentive Plan 17,668,032 92.58 % 1,414,503 120,703 5,430,763
Non-binding advisory vote to
approve compensation of the
company's named executive
officers 18,810,065 98.57 % 272,164 121,009 5,430,763
Ratification of the selection of
BF Borgers CPA PC as the
Company's independent registered
public accounting firm for the
fiscal year ending December 31,
2022 24,511,036 99.55 % 109,432 13,533
1 Year 2 Years 3 Years Abstention
Non-binding advisory vote on the
frequency of future advisory votes to
approve the compensation of the
company's named executive officers 18,461,030 541,383
71,209 129,616
For the sake of clarity,
Solely with regard to the Share Issuance Proposal, the Company, in compliance with Nasdaq Listing Rule 5635, is not countingDr. Huang's 4,699,786 shares
as having voted.
Rather, the Company considers: (a) 14,028,853 shares to have voted in favor of the Share Issuance Proposal (18,728,639 listed in the table above minus 4,699,786) and (b) 14,438,333 shares to have been the votes cast on the Share Issuance Proposal (14,028,853 voted in favor (not includingDr. Huang's votes) plus 409,480 voted against). The share amount of 14,028,853 voted in favor of the Share Issuance Proposal represents, in compliance with Nasdaq Listing Rule 5635(e)(4), a majority of the total votes cast (14,438,333) on the Share Issuance Proposal. With regard to the Adoption of the Restated Charter, 18,519,361 shares voted in favor of this proposal. These 18,519,361 shares consisted of (a) 17,110,267 shares of common stock (an amount greater than 50% of the shares of common stock outstanding as of the Record Date); and (b) 1,409,094 shares of Series A convertible preferred stock (an amount greater than 50% of the shares of Series A convertible preferred stock outstanding as of the Record Date). On the basis of the above votes, (i)Robert Liscouski ,Robert Fagenson ,Yuping Huang ,Michael Turmelle andBertrand Velge were elected as members of the Board; (ii) the Share Issuance Proposal was approved; (iii) the Adoption of the Restated Charter was approved; (iv) the 2022 Equity and Incentive Plan was approved; and (v) the ratification of the selection of BF Borgers CPA PC, as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2022 was adopted. On the basis of the above votes, stockholders also voted a sufficient number of non-binding advisory votes to (i) vote on the compensation of the Company's Named Executive Officers every year and (ii) approve the Company's executive compensation. 1
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