UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
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(Registrant’s telephone number, including area code)
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”) was held on September 20, 2022. Present at the Annual Meeting in person or by proxy were holders of 235,434,485 shares of the Company’s Class A common stock and 79,487,821 shares of the Company’s Class B common stock, collectively representing 1,030,312,695 votes and 87.33% of the voting power of the shares of the Company’s common stock as of July 28, 2022, the record date for the Annual Meeting, and constituting a quorum for the transaction of business. The matters that were voted upon at the Annual Meeting, and the number of votes cast for, against or withheld, as well as the number of abstentions and broker non-votes as to each such matter, where applicable, are set forth below.
Each share of Class A common stock was entitled to one vote on each proposal and each share of Class B common stock was entitled to ten votes on each proposal. The Class A common stock and Class B common stock voted as a single class on all matters.
At the Annual Meeting, the Company’s stockholders: (1) elected the Company’s nominees for directors; (2) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022; (3) approved, on a non-binding advisory basis, one year as the frequency of future stockholder non-binding advisory votes on the compensation of the Company’s named executive officers; and (4) approved, on a non-binding advisory basis, the compensation of the named executive officers.
Proposal 1 – Election of eleven directors to serve until the 2023 Annual Meeting of Stockholders:
Director |
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Votes For |
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Votes Withheld |
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Broker Non-Votes |
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Jagdeep Singh |
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928,910,065 |
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12,785,387 |
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88,617,243 |
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Frank Blome |
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928,967,976 |
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12,727,476 |
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88,617,243 |
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Brad Buss |
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923,427,174 |
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18,268,278 |
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88,617,243 |
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Jeneanne Hanley |
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940,453,029 |
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1,242,423 |
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88,617,243 |
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Susan Huppertz |
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940,618,819 |
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1,076,633 |
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88,617,243 |
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Prof. Dr. Jürgen Leohold |
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922,541,671 |
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19,153,781 |
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88,617,243 |
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Dr. Gena Lovett |
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940,400,688 |
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1,294,764 |
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88,617,243 |
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Prof. Dr. Fritz Prinz |
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927,995,313 |
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13,700,139 |
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88,617,243 |
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Dipender Saluja |
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928,170,091 |
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13,525,361 |
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88,617,243 |
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JB Straubel |
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928,955,630 |
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12,739,822 |
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88,617,243 |
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Jens Wiese |
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925,043,922 |
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16,651,530 |
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88,617,243 |
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Proposal 2 – Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
1,028,311,840 |
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1,201,855 |
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799,000 |
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0 |
Proposal 3 – Approval, on a non-binding advisory basis, of one year as the frequency of future stockholder non-binding advisory votes on the compensation of the Company’s named executive officers:
One Year |
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Two Years |
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Three Years |
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Abstentions |
Broker Non-Votes |
939,531,653 |
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537,000 |
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713,105 |
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913,697 |
88,617,243 |
Proposal 4 – Approval, on a non-binding advisory basis, of the compensation of the named executive officers:
Votes For |
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Votes Against |
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Abstentions |
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Broker Non-Votes |
915,551,731 |
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25,018,576 |
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1,125,145 |
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88,617,243 |
SIGNATURE
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.
Dated: September 26, 2022
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QUANTUMSCAPE CORPORATION |
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By: |
/s/ Michael McCarthy |
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Name: |
Michael McCarthy |
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Title:
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Chief Legal Officer and Head of Corporate Development |
Document and Entity Information |
Sep. 20, 2022 |
|---|---|
| Cover [Abstract] | |
| Entity Registrant Name | QuantumScape Corp |
| Amendment Flag | false |
| Entity Central Index Key | 0001811414 |
| Document Type | 8-K |
| Document Period End Date | Sep. 20, 2022 |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-39345 |
| Entity Tax Identification Number | 85-0796578 |
| Entity Address, Address Line One | 1730 Technology Drive |
| Entity Address, City or Town | San Jose |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 95110 |
| City Area Code | 408 |
| Local Phone Number | 452-2000 |
| Written Communications | false |
| Soliciting Material | false |
| Pre commencement Tender Offer | false |
| Pre commencement Issuer Tender Offer | false |
| Security 12b Title | Class A common stock, par value $0.0001 per share |
| Trading Symbol | QS |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |