DPCM CAPITAL, INC. : Submission of Matters to a Vote of Security Holders (form 8-K) - bdsthanhhoavn.com

DPCM CAPITAL, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07 Submission of Matters to a Vote of Security Holders

On August 2, 2022, DPCM Capital, Inc. (the “Company”) held a special meeting of
stockholders (the “Special Meeting”) in connection with the Transaction
Agreement, relating to a proposed business combination between inter alios,
DPCM, D-Wave Systems Inc.(“D-Wave”), and D-Wave Quantum, Inc. (“D-Wave Quantum”)
(together with DPCM and D-Wave, in connection with the Transaction Agreement,
the “Transaction”), as described in the proxy statement filed by the Company
with the SEC on July 13, 2022 (the “Proxy Statement”). Present at the Special
Meeting were holders of 27,041,549 shares of the Company’s common stock (the
“Common Stock”) in person or by proxy, representing 72.11% of the voting power
of the Common Stock as of June 10, 2022, the record date for the Special Meeting
(the “Record Date”), and constituting a quorum for the transaction of business.
As of the Record Date, there were 37,500,000 shares of Common Stock issued and
outstanding.

At the Special Meeting, the Company’s stockholders approved the Transaction
Proposal, the Equity Incentive Plan Proposal, and the Employee Stock Purchase
Plan Proposal, in each case as defined and described in greater detail in the
Proxy Statement. The Adjournment Proposal, as defined and described in greater
detail in the Proxy Statement, was not presented to the Company’s stockholders
as the Transaction Agreement Proposal, the Equity Incentive Plan Proposal, and
the Employee Stock Purchase Plan Proposal each received a sufficient number of
votes for approval.

Set forth below are the final voting results for the Transaction Agreement
Proposal, the Equity Incentive Plan Proposal, and the Employee Stock Purchase
Plan Proposal:

The Transaction Proposal

The proposal to adopt the Transaction Agreement, dated as of February 7, 2022
(as it may be amended and/or restated from time to time, the “Transaction
Agreement”), by and among the Company, D-Wave Quantum, Inc., DWSI Holdings,
Inc.
, DWSI Canada Holdings ULC, D-Wave Quantum Technologies, Inc., and D-Wave
Systems Inc.
, and the transactions contemplated thereby, pursuant to which,
among other things, D-Wave will become a wholly-owned subsidiary of D-Wave
Quantum, was approved. The voting results were as follows:

Class A Common Stock and Class B Common Stock, voting together as a single class

   For        Against    Abstentions
25,653,568   1,287,943     100,038


Class A Common Stock, voting separately as a single series

   For        Against    Abstentions
18,153,568   1,287,943     100,038


The Equity Incentive Plan Proposal

The proposal to approve and adopt the 2022 Equity Incentive Plan, a copy of
which was attached to the Proxy Statement as Annex B was approved. The voting
results were as follows:

   For        Against    Abstentions
23,652,887   3,286,175     102,487


The Employee Stock Purchase Plan Proposal

The proposal to approve and adopt the Employee Stock Purchase Plan, a copy of
which was attached to the Proxy Statement as Annex C was approved. The voting
results were as follows:

   For        Against    Abstentions
24,500,407   2,438,044     103,098


——————————————————————————–

Stockholders holding 29,097,787 shares of Class A Common Stock exercised their
right to redeem such shares for a pro rata portion of the funds in the Company’s
Trust Account. As a result, $291,365,553.22 (approximately $10.01 per share)
will be removed from the Company’s Trust Account to pay such stockholders.

                    [Rest of Page Left Blank Intentionally]

——————————————————————————–

© Edgar Online, source Glimpses

Leave a Comment