D-Wave Quantum Inc (QBTS) 2026 Annual Meeting

This advisory proposal requests that stockholders approve, on a non-binding basis, the overall compensation of the Company’s named executive officers as disclosed in the proxy statement. Management is seeking shareholder approval to confirm support for its executive compensation philosophy, practices and disclosure, and to gather investor feedback that the Compensation Committee will consider when setting future pay. The context includes the Company’s use of a mix of base salary, annual incentive (AIP) tied to product, bookings and adjusted EBITDA metrics, and equity awards (RSUs and options) intended to align executive incentives with long-term shareholder value. The Say-on-Pay vote is non-binding; however, the Board states it values the outcome and will engage with stockholders if there is significant opposition to understand concerns and consider changes. Management highlights that the vote is intended to address overall compensation and not any single element, and the Compensation Committee uses benchmarking and pay-for-performance principles in structuring awards. The Board recommends a FOR vote, citing that this advisory approval helps validate the Compensation Committee’s approach and provides guidance for future compensation decisions. Given recent equity awards, the Severance Policy, and clawback provisions, the Company frames its program as aligned with long-term performance while retaining flexibility through non-binding feedback. A sophisticated evaluator should note the interplay between sizable equity-based compensation (which drives variability in “Compensation Actually Paid”) and the advisory nature of the vote, and consider past pay-versus-performance disclosures and shareholder responsiveness as key context in assessing program credibility.

This non-binding proposal asks stockholders to indicate their preference for how often the Company should hold an advisory Say-on-Pay vote (options: one, two, or three years). Management is seeking a clear signal from investors on the cadence of future advisory votes; although non-binding, the Board and Compensation Committee state they will consider the outcome when setting future policy. The Board recommends a ONE YEAR frequency, justifying that compensation decisions are made annually and that an annual advisory vote provides more frequent and direct shareholder feedback on executive pay. The recommendation reflects a governance posture favoring regular accountability and closer alignment between the timing of pay decisions and shareholder review. For analysts, the key governance consideration is that an annual vote increases investor opportunity to express concerns and may heighten responsiveness to pay misalignment, but it also increases recurring governance overhead and potential short-termism. The proposal sits within a broader context of the Company’s pay framework, which includes annual AIP metrics, equity refresh grants, a Severance Policy, and a Clawback Policy; these features bear on whether an annual advisory mechanism materially influences compensation outcomes. While the vote is advisory, an outcome strongly favoring a frequency other than annual could prompt the Compensation Committee to adjust its engagement cadence and disclosure practices. Overall, the Board’s one-year recommendation signals an intent to maintain frequent engagement and to solicit regular shareholder feedback on compensation philosophy and implementation.