UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2026 |
IonQ, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 001-39694 | 85-2992192 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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4505 Campus Drive |
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College Park, Maryland |
| 20740 | ||
(Address of Principal Executive Offices) |
| (Zip Code) | ||
Registrant’s Telephone Number, Including Area Code: 301 298-7997 |
Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common stock, par value $0.0001 per share |
| IONQ |
| New York Stock Exchange |
Warrants, each exercisable for one share of common stock for $11.50 per share |
| IONQ WS |
| New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
IonQ, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on June 16, 2026. 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 detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.
Proposal No. 1: Election of two nominees to serve as Class II directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. All nominees were elected. The votes were cast as follows:
| Votes |
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| Withhold |
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| Broker |
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| Total |
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Kathryn K. Chou |
| 61,583,731 |
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| 24,740,136 |
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| 80,624,504 |
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| 166,948,371 |
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William F. Scannell |
| 71,677,431 |
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| 14,646,437 |
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| 80,624,504 |
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| 166,948,371 |
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Proposal No. 2: The proposal to ratify the appointment of Ernst & Young LLP as independent registered public accounting firm for 2026 was approved. The votes were cast as follows:
| Votes |
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| Votes |
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| Abstained |
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| Total |
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Ratification of appointment of Ernst & Young LLP |
| 164,960,644 |
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| 1,194,381 |
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| 793,346 |
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| 166,948,371 |
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Proposal No. 3: The proposal to approve, on a non-binding, advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026, was approved. The votes were cast as follows:
| Votes |
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| Votes |
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| Abstained |
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| Broker |
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| Total |
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Advisory vote on the named executive officer compensation described in the definitive proxy statement |
| 45,871,221 |
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| 39,484,263 |
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| 968,383 |
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| 80,624,504 |
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| 166,948,371 |
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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.
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| IonQ, Inc. |
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Date: | June 18, 2026 | By: | /s/ Paul T. Dacier |
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| Paul T. Dacier |