Rigetti Computing, Inc. (RGTI)
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Apr 27, 2026, 3:01 PM EDT - Market open
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AGM 2024

Jun 18, 2024

Tom Iannotti
Chair of the Board of Directors, Rigetti Computing

Good morning. My name is Tom Iannotti. I am the chair of the board of directors, and I will act as chairperson of the annual meeting. I'm very happy to welcome you to the Rigetti Computing 2024 Annual Meeting of Stockholders. At this time, I'd like to introduce Subodh Kulkarni, who will continue guiding us through this annual meeting.

Subodh Kulkarni
President and CEO, Rigetti Computing

Good morning. I am Subodh Kulkarni, President, Chief Executive Officer, and Director of Rigetti. The meeting will now officially come to order. The time is now 9:31 A.M. Pacific Time on June 18, 2024, and the polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform. I want to thank you all for taking the time to join us. With that, I would like to introduce the members of the board and management who are with us today. In addition to myself, the other members of the board with us virtually today are Thomas J. Iannotti, Cathy McCarthy, Ray Johnson, and Michael Clifton. I would like to thank our board members for their dedication and willingness to serve, as well as members of our management team.

In addition to our board, the other officers of the company with us virtually today are Jeff Bertelsen, Chief Financial Officer, Rick Danis, General Counsel and Corporate Secretary. I would also like to welcome our auditors from BDO USA, P.C., the company's independent registered public accounting firm, who are in attendance virtually. We will now proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We will first present the four proposals submitted by our board for approval. We will take questions related to the proposals after all of the proposals have been presented, after which the polls will close, and we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters to be presented. Each share of common Stock is entitled to one vote.

After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now before the polls close in order for it to be counted. If you have not voted, I encourage you to vote online now.

A copy of the rules of the conduct for this meeting is available on the virtual shareholder meeting page. In order to conduct an orderly meeting, we ask you follow these rules. Will the secretary please report at this time with respect to the mailing of the notice of the meeting?

Rick Danis
General Counsel and Corporate Secretary, Rigetti Computing

I have an affidavit certifying that beginning on April 29, 2024, a notice of annual meeting of stockholders of Rigetti Computing, Inc. was deposited in the United States Mail to the stockholders of record as of the close of business on April 22, 2024.

Subodh Kulkarni
President and CEO, Rigetti Computing

At this time, I would like to introduce Cheryl Niebling, a representative of Broadridge Investor Communication Solutions, Inc., who's present virtually. We have appointed Ms. Niebling to act as the Inspector of Election at this meeting. Ms. Niebling has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Ms. Niebling's function is to decide upon the qualifications of the voters, accept their votes, and when voting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?

Rick Danis
General Counsel and Corporate Secretary, Rigetti Computing

I have been informed by the Inspector of Election that a majority of the outstanding shares entitled to vote are present at this annual meeting by virtual attendance or represented by proxy. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

Subodh Kulkarni
President and CEO, Rigetti Computing

We will now proceed with the proposals. There are four proposals to be considered by the stockholders at this meeting. After all of the proposals have been described, we will answer any questions related to the proposals submitted online. As a reminder, we ask that any comments or questions pertain only to these proposals. Please submit any questions as soon as possible for our review. The first item of business is the election of two Class II directors, Thomas J. Iannotti and Alissa M. Fitzgerald, each to hold office until the 2027 annual meeting of stockholders. The second item of business today is the approval of an amendment to the company's certificate of incorporation to effect a reverse stock split of the company's common stock at a ratio of 1 for 10.

If our stockholders approve this Proposal Two, then our board of directors, in its discretion, may decide to implement a reverse stock split and cause an amendment to the certificate of incorporation to be filed with the Delaware Secretary of State and effect the reverse stock split at any time prior to the 2025 annual meeting of stockholders. The third item of business today is the ratification of the selection of BDO USA, P.C. as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2024. The fourth and final item of business today is the adjournment of the annual meeting to a later date or dates, if necessary, or appropriate to solicit additional proxies if there are insufficient votes to approve Proposal Two, the adjournment proposal.

If our stockholders approve this adjournment proposal, we could adjourn the annual meeting at any reconvened session of the annual meeting to a later date or dates, even if we had received proxies representing a sufficient number of votes against Proposal Two, such that it would be defeated, and use the additional time to solicit additional proxies, including the solicitation of proxies from stockholders that have previously returned properly executed proxies voting against approval of any of the proposals. That was the final proposal for today's meeting.

We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions that pertain to the proposals. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found under the Risk Factors heading in our most recently filed annual report on Form 10-K. Mr. Danis, are there any questions?

Rick Danis
General Counsel and Corporate Secretary, Rigetti Computing

There are no questions. Any stockholder who has not voted or who wishes to change his or her vote may do so by clicking on the Vote button located in the meeting portal and following the instructions provided. Stockholders who have submitted proxies or who have previously voted via the Internet or by phone and who do not wish to change their vote, do not need to take further action. Their votes will be counted automatically. If you wish to vote your shares online, please do so now. The polls will be closing shortly. The Inspector of Election will not accept any votes once the polls close. The time is now 9:39 A.M. Pacific Time, and the polls are now closed for voting. The Inspector of Election has provided us with preliminary results.

Subodh Kulkarni
President and CEO, Rigetti Computing

May we have the results of the voting?

Rick Danis
General Counsel and Corporate Secretary, Rigetti Computing

The Inspector of Election has confirmed that we have received the necessary votes required to pass the proposals as follows: One, each of Thomas J. Iannotti and Alissa M. Fitzgerald have been elected as a Class II director, each to hold office until the 2027 annual meeting of stockholders. Two, the amendment to the company's certificate of incorporation to effect a reverse stock split of the company's common stock at a ratio of 1 for 10 is approved. Three, the selection of BDO USA, P.C. as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, is ratified.

Subodh Kulkarni
President and CEO, Rigetti Computing

We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on the Current Report on Form 8-K to be filed with the Securities and Exchange Commission within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes the formal portion of today's meeting, and the Annual Meeting of Stockholders is now adjourned. I would like to close the meeting by extending a thank you to my fellow board members, along with our management team and BDO USA, P.C., for participating in our Annual Meeting of Stockholders. Thank you to all of our stockholders for your continued support of our mission.

Tom Iannotti
Chair of the Board of Directors, Rigetti Computing

This concludes today's meeting. You may now disconnect.

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