Good morning, welcome to D-Wave's 2026 Annual Stockholders Meeting. I am Steven West, Director and Chair of the Board of Directors of D-Wave. I call the meeting to order. I would like to introduce Diane Nguyen, Chief Legal Officer and General Counsel of the company, who will act as recording secretary of this meeting, and Leah Grant of CT Hagberg LLC, who will act as Inspector of Election. Also with us today are Alan Baratz, the President and Chief Executive Officer of D-Wave, John Markovich, the Chief Financial Officer of D-Wave, Babette Mattheys, the Chief of Staff of D-Wave, and Scott Davidson of Grant Thornton LLP, D-Wave's independent registered public accounting firm. Dr. Baratz and Mr. Markovich will be available to respond to appropriate questions at this meeting.
First, we will proceed with the formal business matters to come before this meeting as set forth in the proxy materials previously made available to stockholders, which also provide the date and time of this meeting, as well as the web address for participating in today's virtual meeting. After the formal meeting is adjourned, we will address any questions you may have following the guidelines set out in the rules of conduct and procedures posted on the webcast. The polls with respect to the annual stockholders meeting are now open. As a reminder, if you have already voted, your vote has been counted, and you do not need to vote again unless you wish to change your vote. After we present the business of the meeting, we will close the polls.
I now call upon Ms. Nguyen to report as to the mailing of the proxy materials and the notice of this meeting. Diane?
Thanks, Steve. An affidavit of distribution of this meeting has been prepared by Broadridge Financial Solutions Inc. The affidavit states that 130 records were processed and distributed, and that packages were duly mailed commencing on April 23rd, 2026. The affidavit will be filed as part of the records of this meeting.
Thank you, Diane. As established by the Board of Directors and as stated in the notice of annual meeting of the stockholders, only holders of record of shares of common stock and exchangeable shares issued by D-Wave Quantum Technologies Inc., a Canadian subsidiary of D-Wave, at the close of business on April 15th, 2026, may vote at this meeting. At this time, I appoint Leah Grant of CT Hagberg LLC as the Inspector of Election. I now request Ms. Grant to determine the presence of a quorum. Leah?
Thank you, Mr. Chairman. I have so far counted to be present at the meeting, either by virtual attendance or represented by proxy, stockholders holding a majority of the voting power of the outstanding shares entitled to vote. I will continue to be available during the meeting to count additional shares of common stock if more shareholders or proxies come into the meeting.
Thank you, Leah. Based on the report of the Inspector of Election, I declare that a quorum is present at this meeting and the meeting is duly constituted and may proceed. We will now proceed to the matters properly put before the stockholders of the company. After we have presented the matters to come before the stockholders, Ms. Grant will provide a preliminary report of the results. The first order of business is the election of Alan E. Baratz and Sharon Holt as Class 1 directors to serve until 2029 Annual Meeting of the Stockholders and until their respective successors shall have been duly elected and qualified. The Board of Directors recommends that stockholders vote in favor of the election of Dr. Baratz and Ms. Holt.
The second order of business is obtaining a non-binding advisory vote on the compensation of named executive officers of the company or say on pay. The Board of Directors recommends the approval of the compensation of the named executive officers of the company. The third order of business is obtaining a non-binding advisory vote on the frequency of future advisory votes on the compensation of the named executive officers. The Board of Directors recommends a frequency of one year for future advisory votes on the compensation of named executives officers. The fourth and final order of business is a proposal to ratify the appointment of Grant Thornton LLP as D-Wave's independent registered public accounting firm for the fiscal year ending December 31, 2026.
The audit committee of the board of directors has appointed Grant Thornton LLP to audit D-Wave's consolidated financial statements for the fiscal year ending December 31st, 2026 and recommends that shareholders vote in favor of the ratification of such appointment. At this time, any stockholders who are logged in and who have not already submitted a proxy and wish to vote their shares may do so now by clicking the Vote Here button on your screen. Please note, if you have already voted and do not wish to change your vote, there is no need to vote again during this meeting. We will now take a brief pause to allow stockholders time to complete voting. Please note the polls will close shortly. Thank you.
The polls with respect to these matters are now closed. At this time, I will ask for the report of the Inspector of Election on all votes of the stockholders of the company. Leah?
As Inspector of Election, I report the following preliminary results of voting. The two director nominees received the highest number of affirmative for votes. A majority of the voting power of the shares present or represented by proxy at the meeting voted affirmatively or negatively, voted in favor of the compensation of the named executive officers. One year has been selected for the non-binding advisory vote on the frequency of future advisory votes on the compensation of named executive officers. Lastly, a majority of the voting power of the shares present or represented by proxy at the meeting, voting affirmatively or negatively, voted in favor of the proposed ratification of the appointment of Grant Thornton LLP as D-Wave's independent registered public accounting firm for the fiscal year ending December 31st, 2026.
Thank you, Leah. As the presiding officer of this meeting, based on these preliminary results of voting, I hereby declare that the slate of directors has been elected, the compensation of our named executive officers has been approved, one year has been selected for the non-binding advisory vote on the frequency of future advisory votes on the compensation of the named executive officers, and the selection of the independent registered public accounting firm has been ratified. The final tabulation of the voting results on each of these matters will appear in D-Wave's required Form 8-K to be filed with the Securities and Exchange Commission. As there is no further business to come before the meeting, I declare the annual meeting of the stockholders of D-Wave to be adjourned. Thank you for attending. Dr. Baratz and Mr. Markovich will now answer any appropriate questions.
As no questions have been raised, we will now end this call. Thank you.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.