$SKYT·8-K

SkyWater Technology, Inc · May 8, 4:15 PM ET

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SkyWater Technology, Inc 8-K

Research Summary

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SkyWater Technology Announces Merger With IonQ; Stockholder Approval

What Happened

  • SkyWater Technology, Inc. announced that its stockholders approved the Agreement and Plan of Merger with IonQ, Inc. The Merger Agreement was originally entered into on January 25, 2026. The special meeting was held virtually on May 8, 2026. Under the agreement, a two-step merger will result in SkyWater becoming a wholly‑owned subsidiary of IonQ (Merger Sub 1 merges into SkyWater, then SkyWater merges into Merger Sub 2).

Key Details

  • Record date and turnout: 49,156,853 shares outstanding as of the March 26, 2026 record date; 33,080,837 shares (≈67%) were represented and constituted a quorum.
  • Proposal 1 (approve Merger Agreement): 32,583,970 votes FOR, 404,827 AGAINST, 92,040 ABSTENTIONS — ~98.5% of votes cast were FOR.
  • Proposal 2 (adjourn if needed): 30,997,996 votes FOR, 1,935,079 AGAINST, 147,762 ABSTENTIONS — ~93.7% FOR. Adjournment was not necessary.
  • The Board recommended voting FOR both proposals.

Why It Matters

  • With stockholder approval of the Merger Agreement, the transaction can proceed toward closing subject to the other conditions in the agreement. For investors, the vote means SkyWater is on track to become a wholly‑owned unit of IonQ if all closing conditions are met. The strong FOR votes indicate broad shareholder support for the deal as presented.

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