UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Rigetti Computing, Inc. (the “Company”) previously announced on February 28, 2025 that Cathy McCarthy would not stand for re-election as a Class III director on the Board of Directors of the Company (the “Board”) upon the completion of her current term, which expires at the Company’s 2025 Annual Meeting of Stockholders (the “2025 Annual Meeting”). To rebalance the Board classes upon the expiration of Ms. McCarthy’s term, the Board (i) determined that one of the Company’s directors should be reclassified from Class I (with a term expiring at the Company’s 2026 Annual Meeting of Stockholders) to Class III (standing for election at the 2025 Annual Meeting) and (ii) accordingly, nominated Ray O. Johnson, a current Class I director, to stand for election as a Class III director at the 2025 Annual Meeting. In connection with such nomination, on March 27, 2025, 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 at the 2025 Annual Meeting.
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.
| Date: March 28, 2025 | RIGETTI COMPUTING, INC. | |
| By: | /s/ Jeffrey Bertelsen | |
| Jeffrey Bertelsen | ||
| Chief Financial Officer | ||