8-K: Rigetti Computing Announces Board Reclassification and Director Nomination
Current Report
Rigetti Computing announces the nomination of Ray O. Johnson as a Class III director and his contingent resignation as a Class I director to rebalance the Board classes.
Summary
- Rigetti Computing announced that Cathy McCarthy will not stand for re-election as a Class III director at the 2025 Annual Meeting of Stockholders.
- To rebalance the Board classes, the Board determined that one director should be reclassified from Class I to Class III.
- Ray O. Johnson, a current Class I director, has been nominated to stand for election as a Class III director at the 2025 Annual Meeting.
- Mr. Johnson notified the Board of his intention to resign as a Class I director, contingent upon his election as a Class III director at the 2025 Annual Meeting.
- Mr. Johnson's decision to resign as a Class I director is solely to facilitate his election as a Class III director.
Sentiment
Score: 7
Explanation: The announcement is a routine corporate governance matter, indicating stability and planned succession within the board. It is neither exceptionally positive nor negative.
Future Outlook
The reclassification and nomination are subject to shareholder approval at the 2025 Annual Meeting.
Industry Context
This announcement reflects standard corporate governance practices related to board composition and director elections.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Class III Director | Cathy McCarthy | TBD | 2025 Annual Meeting | End of term; not standing for re-election |
| Class I Director | Ray O. Johnson | TBD | Contingent upon election as Class III director | Reclassification to Class III |
Stakeholder Impact
- Shareholders will vote on the election of the new Class III director.
- The Board rebalancing aims to ensure effective corporate governance.
Next Steps
- Shareholder vote on the election of Ray O. Johnson as a Class III director at the 2025 Annual Meeting.
Key Dates
| Date | Description |
|---|---|
| February 28, 2025 | Date of previous announcement that Cathy McCarthy would not stand for re-election. |
| March 27, 2025 | Date Ray O. Johnson notified the Board of his intention to resign as a Class I director. |
| March 28, 2025 | Date of the 8-K filing. |
Keywords
Rigetti Computing, Board of Directors, Director Nomination, Ray O. Johnson, Cathy McCarthy, Annual Meeting, Corporate Governance
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