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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 05, 2024

 

 

IonQ, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39694

85-2992192

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

4505 Campus Drive

 

College Park, Maryland

 

20740

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 301 298-7997

 

Not Applicable

(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:

☐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 communications 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, par value $0.0001 per share

 

IONQ

 

New York Stock Exchange

Warrants, each exercisable for one share of common stock for $11.50 per share

 

IONQ WS

 

New 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 company ☐

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.

IonQ, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on June 5, 2024. 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 detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024.

Proposal No. 1: Election of two nominees to serve as Class III directors until the 2027 annual meeting of stockholders and until their respective successors are elected and qualified. All nominees were elected. The votes were cast as follows:

 

 

 

 

Votes
For

 

 

Votes
Against

 

 

Abstained

 

 

Broker
Non-Votes

 

Peter Chapman

 

 

 

 

50,019,278

 

 

 

—

 

 

 

22,780,985

 

 

 

34,477,389

 

William Scannell

 

 

 

 

66,520,475

 

 

 

—

 

 

 

6,296,304

 

 

 

34,460,873

 

Proposal No. 2: Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers, as disclosed in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 25, 2024. The votes were cast as follows:

 

 

 

 

Votes
For

 

 

Votes
Against

 

 

Abstained

 

 

Broker
Non-Votes

 

Advisory vote on the named executive officer compensation described in the definitive proxy statement

 

 

 

 

56,412,863

 

 

 

2,838,873

 

 

 

13,565,043

 

 

 

34,460,873

 

Proposal No. 3: Determination, on a non-binding, advisory basis, of the frequency of future stockholder advisory votes on named executive officer compensation. The votes were cast as follows:

 

 

1 Year

 

 

2 Years

 

 

3 Years

 

 

Abstained

 

 

Broker
Non-Votes

 

Advisory vote on the frequency of future stockholder advisory votes on named executive officer compensation

 

 

70,293,242

 

 

 

358,785

 

 

 

1,291,494

 

 

 

873,258

 

 

 

34,460,873

 

Proposal No. 4: Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024. The votes were cast as follows:

 

 

 

 

Votes
For

 

 

Votes
Against

 

 

Abstained

 

 

Broker
Non-Votes

 

Ratification of appointment of Ernst & Young LLP

 

 

 

 

100,886,613

 

 

 

488,319

 

 

 

5,902,720

 

 

 

—

 

 

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.

 

 

 

IonQ, Inc.

 

 

 

 

Date:

June 7, 2024

By:

/s/ Thomas Kramer

 

 

 

Thomas Kramer
Chief Financial Officer