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Get filing alertsQuantum Computing shareholders approve 200M share authorization increase to 450M
Filed June 30, 2026 · Period ending June 24, 2026 · ~1 min read
Key Changes
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high
Shareholders approved increasing authorized common shares from 250M to 450M (89.9% support), providing capacity for future equity issuances that could dilute existing holders. With 225.5M shares currently outstanding, the company now has 224.5M shares available for issuance.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Equity incentive plan expanded by 10M shares (50% increase to 30M total) with 63.6% support, the lowest approval rate among proposals. Annual evergreen provision changed from fixed 1M shares to 2% of outstanding shares, meaning larger annual additions as the share base grows.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
All six directors elected with 82.9%-96.8% support of votes cast. Say-on-pay approved with 86.4% support. Auditor BPM LLP ratified with 98.8% support.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
medium
Certificate of Amendment filed to implement the authorized share increase from 250M to 450M common shares, with preferred stock authorization unchanged at 10M shares.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR → -
low
Non-employee director compensation limit removed from equity plan, eliminating previous cap on board-level equity grants.
Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
Summary
Quantum Computing's annual meeting resulted in shareholder approval of a significant expansion of the company's equity capacity. The authorization increase from 250 million to 450 million common shares adds 200 million shares to the company's available pool, nearly doubling the headroom above the current 225.5 million shares outstanding.
This expansion provides management with substantial flexibility for future financing, acquisitions, or strategic transactions, but creates meaningful dilution risk for existing shareholders depending on how the shares are deployed. The equity compensation changes warrant attention for their cumulative dilution impact.
The 10 million share addition to the incentive plan (a 50% increase) received the weakest shareholder support at 63.6%, suggesting some investor concern about compensation dilution. More significantly, the shift from a fixed 1 million annual evergreen provision to 2% of outstanding shares means the annual replenishment will grow with the share base—currently about 4.5 million shares per year at today's count, but potentially larger as the outstanding share count increases. Combined with the removal of director compensation limits, these changes give management broad latitude on equity-based compensation. The routine governance items (director elections, say-on-pay, auditor ratification) all passed with healthy support levels typical of uncontested votes.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Quantum Computing held its 2026 annual meeting; shareholders approved authorized share increase to 450M and equity plan amendment.
Added in current filing · verify on EDGAR →
Dr. Yuping Huang 48,921,172 | 1,876,915 | 75,714,459
Dr. Carl Weimer 42,119,612 | 8,678,475 | 75,714,459
Dr. Javad Shabani 48,953,865 | 1,844,322 | 75,714,359
Mr. Robert Fagenson 46,047,498 | 4,750,589 | 75,714,459
Mr. Michael Turmelle 47,550,446 | 3,247,641 | 75,714,459
Mr. Eric Schwartz 49,158,646 | 1,639,441 | 75,714,459
All six director nominees were elected. Support ranged from 82.9% (Weimer) to 96.8% (Schwartz) of votes cast. As of the record date, 225,522,137 shares were outstanding and entitled to vote; the directors received support from 18.7% to 21.8% of shares outstanding, with the remainder being broker non-votes (33.6% of outstanding) and shares not voted.
Added in current filing · verify on EDGAR →
43,551,557 | 6,838,455 | 408,075 | 75,714,459
Shareholders approved executive compensation on an advisory basis with 86.4% support of votes cast (13.5% against). Of the 225,522,137 shares outstanding, 19.3% voted for the compensation package, with 33.6% broker non-votes and the remainder not voted. The vote is non-binding.
Added in current filing · verify on EDGAR →
As of the record date of April 27, 2026 (the “record date”), there were 225,522,137 shares of the Company’s common stock, $0.0001 par value (“Common Stock”), outstanding (each entitled to one vote per share). ... 113,706,471 11,274,194 | 1,531,881 | 0
Shareholders approved increasing authorized common shares from 250 million to 450 million, with 89.9% support of votes cast (8.9% against). Of the 225,522,137 shares outstanding, 50.4% voted for the increase. This provides the company with additional capacity for future equity issuances, which could dilute existing shareholders.
Added in current filing · verify on EDGAR →
31,742,436 | 18,167,988 | 887,663 | 75,714,459
Shareholders approved an amendment to the 2022 Equity and Incentive Plan with 63.6% support of votes cast but notable opposition of 36.4%. Of the 225,522,137 shares outstanding, only 14.1% voted for the amendment, with 33.6% broker non-votes and the remainder not voted. The lower support level suggests some shareholder concern about equity compensation dilution.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
123,773,824 1,526,242 1,212,480 0
Shareholders ratified BPM LLP as the independent auditor for fiscal 2026 with 98.8% support of votes cast. Of the 225,522,137 shares outstanding, 54.9% voted for ratification.
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
Quantum Computing Inc. increased authorized shares by 200M and expanded its equity incentive plan by 10M shares following shareholder approval.
Added in current filing · verify on EDGAR →
The Certificate of Amendment amends Section 4.1 of Article IV of the Company’s Certificate of Incorporation to increase the total number of authorized shares of capital stock from 260,000,000 to 460,000,000, consisting of (a) 450,000,000 shares of Common Stock, par value $0.0001 per share (increased from 250,000,000), and (b) 10,000,000 shares of Preferred Stock, par value $0.0001 per share (unchanged).
The company increased its authorized common stock by 200 million shares (from 250M to 450M), raising total authorized capital stock to 460 million shares. This expansion provides the company with additional capacity for future equity issuances, which could be used for financing, acquisitions, or employee compensation, but also creates potential for shareholder dilution.
Added in current filing · verify on EDGAR →
The Plan Amendment (i) increases the number of shares of common stock authorized for issuance under the Plan from 20,000,000 shares to 30,000,000 shares
Shareholders approved a 10 million share increase to the 2022 Equity and Incentive Plan, expanding the pool available for employee stock compensation from 20 million to 30 million shares. This 50% increase in the equity compensation pool will enable the company to grant additional stock-based awards to employees and executives.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
removes the Non-Employee Director Limit
The plan amendment eliminated the previous cap on equity compensation that could be granted to non-employee directors. This removal provides the board with greater flexibility in director compensation but also removes a constraint on potential dilution from board-level equity grants.
Event · Item 5.03 — Amendments to Articles of Incorporation or Bylaws
Quantum Computing Inc. filed an 8-K referencing Item 5.03 (amendments to articles/bylaws or change in fiscal year).
Added in current filing · verify on EDGAR →
Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
The 8-K references Item 5.03, which covers amendments to articles of incorporation or bylaws, or changes in fiscal year. The filing does not provide the actual Item 5.03 disclosure text in the body provided, only a cross-reference statement. Without the substantive Item 5.03 content, the nature and materiality of the corporate governance or fiscal year change cannot be determined.
Event · Item 3.03 — Material Modification to Rights of Security Holders
Quantum Computing Inc. filed an 8-K referencing Item 3.03 (material modification to security holder rights), but the filing body is incomplete.
Added in current filing · verify on EDGAR →
To the extent required by Item 3.03 of Form 8-K, the information contained in
The 8-K references Item 3.03, which typically discloses material modifications to security holder rights (such as charter amendments, new share classes, or rights changes). However, the filing text provided is incomplete and cuts off mid-sentence, making it impossible to determine what modification occurred or its investor impact.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 1, 2026 · How we verify