IONQ IonQ Inc

Item 5.07 Submission of Matters to a Vote of Security Holders.

On September 28, 2021, dMY Technology Group Inc., III (the “Company” or “dMY” and, following the closing of the Merger, as defined below, the “Combined Company”) convened a special meeting of stockholders (the “Special Meeting”) held in connection with the Company’s previously announced business combination (the “Business Combination”) with IonQ, Inc., a Delaware corporation (“IonQ”) pursuant to the Agreement and Plan of Merger and Reorganization, dated as of March 7, 2021 (as further amended or modified from time to time, the “Merger Agreement”), by and among dMY, IonQ and Ion Trap Acquisition Inc., a Delaware corporation and a direct, wholly-owned subsidiary of dMY (“Merger Sub”). Each proposal voted on at the Special Meeting is described in greater detail in the Company’s definitive proxy statement/prospectus (the “Proxy Statement/Prospectus”) filed with the U.S. Securities and Exchange Commission (“SEC”).

As of the close of business on August 16, 2021, the record date for the Special Meeting, there were an aggregate of 30,000,000 Class A common shares of dMY, par value $0.0001 per share, and 7,500,000 Class B common shares of dMY, par value $0.0001 per share (the Class A and Class B together, the “dMY Common Shares”), outstanding, each of which was entitled to one vote at the Special Meeting. At the Special Meeting, a total of 23,186,971 dMY Common Shares, representing approximately 61.83% of the outstanding common shares entitled to vote, were present virtually or by proxy, constituting a quorum.

Each of the proposals voted on at the Special Meeting was approved by the Company’s stockholders, and the voting results are set forth below.

1. The Transaction Proposal - To consider and vote upon a proposal to approve the Merger Agreement, by and among dMY, Merger Sub and IonQ, and to approve the transactions contemplated thereby. Upon consummation of the transactions contemplated by the Merger Agreement, Merger Sub will be merged with and into IonQ, the separate existence of Merger Sub shall cease, and IonQ will survive and become a wholly-owned subsidiary of dMY (the “Merger”, and such proposal, the “Transaction Proposal”).

2. The NYSE Proposal. To consider and vote upon a proposal to adopt and approve, for purposes of complying with applicable listing rules of the New York Stock Exchange (the “NYSE”): the issuance of shares of common stock, par value $0.0001 per share, of the Combined Company and securities convertible into or exchangeable for the Combined Company common stock in connection with the Business Combination, including the issuance of shares of common stock in connection with the PIPE Investment (such proposal, the “NYSE Proposal”)

3. The Charter Proposal. To consider and vote upon a proposal to adopt the proposed Second Amended and Restated Certificate of Incorporation (such charter, the “Proposed Charter” and such proposal, the “Charter Proposal”). A copy of the Certificate of Incorporation is attached to the Proxy Statement/Prospectus as Annex B.

4. The Governance Proposals. To consider and vote upon, on a non-binding advisory basis, the following governance provisions in the Proposed Charter, presented separately in accordance with the United States Securities and Exchange Commission (“SEC”) requirements (Proposals No. 4-A through 4-C together, the “Governance Proposals”):

Proposal 4-A: To increase the total number of shares of all classes of authorized capital stock from (i) 401,000,000, consisting of (a) 400,000,000 shares of common stock, including (1) 380,000,000 shares of Class A common stock, par value $0.0001 per share and (2) 20,000,000 shares of Class B common stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share, to (ii) 1,020,000,000, consisting of (A) 1,000,000,000 shares of common stock, par value $0.0001 per share, and (B) 20,000,000 shares of preferred stock, par value $0.0001 per share.

Proposal 4-B: To provide that any amendment to the amended and restated bylaws will require the approval of either the Combined Company’s board of directors or the holders of at least 66 2/3% of the voting power of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

Proposal 4-C: To provide that any amendment to certain provisions of the Proposed Charter will require the approval of the holders of at least 66 2/3% of the voting power of the Combined Company’s then-outstanding shares of capital stock entitled to vote generally in an election of directors, voting together as a single class.

5. The Equity Incentive Plan Proposal.   To consider and vote upon a proposal to approve the 2021 Equity Incentive Plan, including the authorization of the initial share reserve under such plan, a copy of which is attached to the Proxy Statement/Prospectus as Annex D (such proposal, the “Equity Incentive Plan Proposal”).

6. The Employee Stock Purchase Plan Proposal.   To consider and vote upon a proposal to approve the Employee Stock Purchase Plan, including the authorization of the initial share reserve under such plan, a copy of which is attached to the Proxy Statement/Prospectus as Annex E (such proposal, the “Employee Stock Purchase Plan Proposal”).

7. The Adjournment Proposal.   To consider and vote upon a proposal to allow the chairman of the Special Meeting to adjourn the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Transaction Proposal, the NYSE Proposal, the Charter Proposal, the Governance Proposals, the Equity Incentive Plan Proposal or the Employee Stock Purchase Plan Proposal.