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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported): September 20, 2022

QuantumScape Corporation
(Exact Name of Registrant as Specified in Charter)

Delaware
(State or other jurisdiction
of incorporation)

 

001-39345
(Commission File Number)

 

85-0796578
(I.R.S. Employer
Identification Number)

 

1730 Technology Drive
San Jose, California
(Address of principal executive offices)

 

95110
(Zip code)

(408) 452-2000
(Registrant’s telephone number, including area code)

 

Not Applicable
(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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A common stock, par value $0.0001 per share

 

 

QS

 

 

The New York Stock Exchange

 

 

 

 

 

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

 

Votes For

 

 

Votes Withheld

 

 

Broker Non-Votes

 

Jagdeep Singh

 

928,910,065

 

 

 

12,785,387

 

 

 

88,617,243

 

 

Frank Blome

 

928,967,976

 

 

 

12,727,476

 

 

 

88,617,243

 

 

Brad Buss

 

923,427,174

 

 

 

18,268,278

 

 

 

88,617,243

 

 

Jeneanne Hanley

 

940,453,029

 

 

 

1,242,423

 

 

 

88,617,243

 

 

Susan Huppertz

 

940,618,819

 

 

 

1,076,633

 

 

 

88,617,243

 

 

Prof. Dr. Jürgen Leohold

 

922,541,671

 

 

 

19,153,781

 

 

 

88,617,243

 

 

Dr. Gena Lovett

 

940,400,688

 

 

 

1,294,764

 

 

 

88,617,243

 

 

Prof. Dr. Fritz Prinz

 

927,995,313

 

 

 

13,700,139

 

 

 

88,617,243

 

 

Dipender Saluja

 

928,170,091

 

 

 

13,525,361

 

 

 

88,617,243

 

 

JB Straubel

 

928,955,630

 

 

 

12,739,822

 

 

 

88,617,243

 

 

Jens Wiese

 

925,043,922

 

 

 

16,651,530

 

 

 

88,617,243

 

 

 

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

 

Votes Against

 

Abstentions

 

Broker Non-Votes

1,028,311,840

 

1,201,855

 

799,000

 

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

 

Two Years

 

Three Years

 

Abstentions

Broker Non-Votes

939,531,653

 

537,000

 

713,105

 

913,697

88,617,243

 

 

 

 

Proposal 4 – Approval, on a non-binding advisory basis, of the compensation of the named executive officers:

 

Votes For

 

Votes Against

 

Abstentions

 

Broker Non-Votes

915,551,731

 

25,018,576

 

1,125,145

 

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

 

 

QUANTUMSCAPE CORPORATION

 

 

 

By:

/s/ Michael McCarthy

 

 

Name:

 Michael McCarthy

 

 

Title:

 

Chief Legal Officer and Head of Corporate

Development