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HomeTechnologyComputingQUANTUM COMPUTING INC....

QUANTUM COMPUTING INC. : Submission of Matters to a Vote of Security Holders (form 8-K) | MarketScreener


Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 21, 2022, Quantum Computing Inc. (the "Company") held its 2022
annual meeting of stockholders (the "Annual Meeting"). The shares of capital
stock outstanding and entitled to vote as of July 29, 2022 (the record date for
the Annual Meeting) (the "Record Date") were as follows: (i) 33,904,329 shares
of common stock; and (ii) 1,500,004 shares of Series A convertible preferred
stock. Greater than 68.50% of the shares of common stock outstanding and
entitled to vote at the Annual Meeting were present in person or by proxy
thereby constituting a quorum. In addition, greater than 93% of the shares of
Series A convertible preferred stock outstanding and entitled to vote were
present in person or by proxy at the Annual Meeting.



The matters that were voted upon at the Annual Meeting, and the number of votes
cast for or against/withheld, as well as the number of abstentions, as to such
matters, where applicable, are set forth in the table below. With respect to the
election of 
Robert Liscouski, Robert Fagenson, Yuping Huang, Michael Turmelle and Bertrand Velge as directors to each serve a one-year term on the Board of Directors of the Company (the "Board") and until each of their successors is elected and qualified, each nominee received the number of votes set forth
opposite his name.



                                                                          Number of Votes
                                      Total          Percent of                                                        Broker
                                    Votes For        Votes Cast       Votes Against        Abstention/Withheld       Non-Votes
Election of Robert Liscouski         19,140,212            99.67 %            63,026                                   5,430,763
Election of Robert Fagenson          18,265,173            95.12 %           938,065                                   5,430,763
Election of Yuping Huang             19,098,152            99.45 %           105,086                                   5,430,763
Election of Michael Turmelle         19,158,037            99.76 %            45,201                                   5,430,763
Election of Bertrand Velge           18,125,765            94.39 %         1,077,473                                   5,430,763

Approval of the potential
issuance of shares in excess of
19.99% of the shares of our
common stock that were
outstanding on June 16, 2022
(the Closing date of the merger
with QPhoton, Inc.) Upon the
conversion of the shares of
Series B Preferred stock and the
exercise of the warrants that
may be issued under the QPhoton
Agreement and Plan of Merger
(the "Share Issuance Proposal")      18,728,639            97.86 %           409,480                     65,119        5,430,763

Adoption of the Restated Charter     18,519,361            97.08 %           555,325                    128,552        5,430,763

Approval of the 2022 Equity and
Incentive Plan                       17,668,032            92.58 %         1,414,503                    120,703        5,430,763

Non-binding advisory vote to
approve compensation of the
company's named executive
officers                             18,810,065            98.57 %           272,164                    121,009        5,430,763

Ratification of the selection of
BF Borgers CPA PC as the
Company's independent registered
public accounting firm for the
fiscal year ending December 31,
2022                                 24,511,036            99.55 %           109,432                     13,533




                                              1 Year         2 Years       3 Years       Abstention
Non-binding advisory vote on the
frequency of future advisory votes to
approve the compensation of the
company's named executive officers           18,461,030       541,383      
 71,209          129,616



For the sake of clarity, Dr. Huang’s 4,699,786 shares voted and are being
counted with regard to all matters except for the Share Issuance Proposal.




Solely with regard to the Share Issuance Proposal, the Company, in compliance
with Nasdaq Listing Rule 5635, is not counting Dr. Huang's 4,699,786 shares
as
having voted.


Rather, the Company considers: (a) 14,028,853 shares to have voted in favor of
the Share Issuance Proposal (18,728,639 listed in the table above minus
4,699,786) and (b) 14,438,333 shares to have been the votes cast on the Share
Issuance Proposal (14,028,853 voted in favor (not including Dr. Huang's votes)
plus 409,480 voted against).



The share amount of 14,028,853 voted in favor of the Share Issuance Proposal
represents, in compliance with Nasdaq Listing Rule 5635(e)(4), a majority of the
total votes cast (14,438,333) on the Share Issuance Proposal.



With regard to the Adoption of the Restated Charter, 18,519,361 shares voted in
favor of this proposal. These 18,519,361 shares consisted of (a) 17,110,267
shares of common stock (an amount greater than 50% of the shares of common stock
outstanding as of the Record Date); and (b) 1,409,094 shares of Series A
convertible preferred stock (an amount greater than 50% of the shares of Series
A convertible preferred stock outstanding as of the Record Date).



On the basis of the above votes, (i) Robert Liscouski, Robert Fagenson, Yuping
Huang, Michael Turmelle and Bertrand Velge were elected as members of the Board;
(ii) the Share Issuance Proposal was approved; (iii) the Adoption of the
Restated Charter was approved; (iv) the 2022 Equity and Incentive Plan was
approved; and (v) the ratification of the selection of BF Borgers CPA PC, as the
Company's independent registered public accounting firm for the fiscal year
ending December 31, 2022 was adopted.



On the basis of the above votes, stockholders also voted a sufficient number of
non-binding advisory votes to (i) vote on the compensation of the Company's
Named Executive Officers every year and (ii) approve the Company's executive
compensation.



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