UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Rigetti Computing, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) on June 15, 2023. 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 the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2023.
Proposal 1. Election of Directors.
The Company’s stockholders elected the three persons listed below as Class I Directors, each to serve until the Company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Subodh Kulkarni |
64,078,482 | 424,281 | 17,896,293 | |||||||||
| Ray Johnson |
62,854,188 | 1,648,575 | 17,896,293 | |||||||||
| H. Gail Sandford |
56,012,993 | 8,489,770 | 17,896,293 | |||||||||
Proposal 2. Approval of an amendment to the Company’s Certificate of Incorporation to effect a reverse stock split of shares of the Company’s common stock at a ratio of 1-for-10.
The Company’s stockholders approved 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. The Company’s Board of Directors may, in its discretion, effect and implement the reverse stock split at any time prior to the Company’s 2024 annual meeting of stockholders or may, in its discretion, determine not to effect the reverse stock split. The voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 77,340,206 |
4,910,206 |
148,644 |
— |
Proposal 3. Ratification of the Selection of Independent Registered Public Accounting Firm.
The Company’s stockholders ratified the selection of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 81,471,283 |
767,509 |
160,264 |
— |
Proposal 4. Approval of the Authorization to Adjourn the Annual Meeting.
The Company’s stockholders approved the authorization to adjourn the Annual Meeting, if necessary, to solicit additional proxies if there were not sufficient votes in favor of Proposal 2. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 78,789,627 |
3,245,248 |
364,181 |
— |
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.
| RIGETTI COMPUTING, INC. | ||||||
| Date: June 21, 2023 | By: | /s/ Jeffrey A. Bertelsen | ||||
| Jeffrey A. Bertelsen | ||||||
| Chief Financial Officer | ||||||