DEFA14A

DEFA14A 1 d21553ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

☐	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐	Definitive Proxy Statement

☒	Definitive Additional Materials

☐	Soliciting Material Pursuant to §240.14a-12

IonQ, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒	No fee required.

☐	Fee paid previously with preliminary materials.

☐	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

LOGO

P.O. BOX 8016, CARY, NC 27512-9903 Your vote matters! Meeting Materials: Notice of Meeting and Proxy Statement & Annual Report IonQ, Inc. Annual Meeting of Stockholders Tuesday, June 16, 2026 12:00 PM, Eastern Time Annual meeting to be held virtually via the internet—please visit www.proxydocs.com/IONQ for more details. You must register to attend the meeting by 5:00 p.m., Eastern time, on June 15, 2026 at www.proxydocs.com/IONQ For a convenient way to view proxy materials, VOTE, and obtain directions to attend the meeting go to www.proxydocs.com/IONQ To vote your proxy while visiting this site, you will need the 12 digit control number in the box below. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. This is not a ballot. You cannot use this notice to vote your shares. We encourage you to access and review all of the important information contained in the proxy materials before voting. Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the internet. If you want to receive a paper or e-mail copy of the proxy material, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s meeting, you must make this request on or before June 5, 2026. Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting To Be Held On June 16, 2026 For Stockholders of record as of April 17, 2026 To order paper materials, use one of the following methods. Internet: www.investorelections.com/IONQ Call: 1-866-648-8133 Email: paper@investorelections.com * If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions OR other inquiries should be included with your e-mail requesting material. Your control number SEE REVERSE FOR FULL AGENDA Have the 12 digit control number located in the box above available when you access the website and follow the instructions. Copyright © 2026 BetaNXT, Inc. or its affiliates. All Rights Reserved

LOGO

THE BOARD OF DIRECTORS RECOMMENDS A VOTE: FOR ALL NOMINEES IN PROPOSAL 1 AND FOR PROPOSALS 2 AND 3 IonQ, Inc. Annual Meeting of Stockholders 1. To elect two Class II directors to hold office until our 2029 Annual Meeting of Stockholders and until a successor is duly elected and qualified or until earlier resignation or removal. 1.01 Kathryn K. Chou 1.02 William F. Scannell 2. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026. 3. To approve, on an advisory basis, the compensation of our named executive officers in 2025. PROPOSAL

SEC Form DEFA14A filed by IonQ Inc.