QuantumScape holders back directors and pay

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FORM 8-K

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

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8-K Event Classification

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What did QuantumScape (QS) stockholders vote on at the 2026 Annual Meeting?

What was the voter turnout for QuantumScape (QS) at the 2026 Annual Meeting?

How did QuantumScape (QS) stockholders vote on director elections in 2026?

Was Ernst & Young LLP ratified as QuantumScape (QS) auditor for 2026?

How did QuantumScape (QS) investors vote on executive compensation in 2026?

QuantumScape Corporation reported the results of its 2026 Annual Meeting of Stockholders held on June 3, 2026.

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8-K

QuantumScape Corporation reported the results of its 2026 Annual Meeting of Stockholders held on June 3, 2026. Holders of 358,839,991 Class A shares and 36,800,264 Class B shares were present in person or by proxy, representing 726,842,631 votes and 76.8% of the voting power as of the April 9, 2026 record date, which constituted a quorum.

Stockholders elected ten directors to serve until the 2027 Annual Meeting, with each nominee receiving a large majority of votes cast. They also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved, on a non-binding advisory basis, the compensation of the company’s named executive officers.

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Class A shares present: 358,839,991 shares Class B shares present: 36,800,264 shares Total votes represented: 726,842,631 votes +4 more

7 metrics

Class A shares present 358,839,991 shares Class A common stock present at 2026 Annual Meeting

Class B shares present 36,800,264 shares Class B common stock present at 2026 Annual Meeting

Total votes represented 726,842,631 votes Votes represented, equal to 76.8% of voting power as of April 9, 2026

Voting power represented 76.8% Voting power of common stock represented at 2026 Annual Meeting

Auditor ratification votes for 720,667,490 votes Votes for ratifying Ernst & Young LLP for fiscal year ending December 31, 2026

Say-on-pay votes for 559,002,144 votes Votes for approving named executive officer compensation on a non-binding basis

Broker non-votes on directors 156,901,206 votes Broker non-votes recorded for each director nominee

broker non-votes, non-binding advisory basis, independent registered public accounting firm, voting power

4 terms

broker non-votes financial

"as well as the number of abstentions and broker non-votes as to each such matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

non-binding advisory basis financial

"approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

voting power financial

"collectively representing 726,842,631 votes and 76.8% of the voting power of the shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

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Stockholders elected ten directors, ratified Ernst & Young LLP as independent registered public accounting firm for 2026, and approved, on a non-binding advisory basis, the compensation of QuantumScape’s named executive officers. All three proposals received strong support from the votes cast.

The meeting had holders of 358,839,991 Class A shares and 36,800,264 Class B shares present, representing 726,842,631 votes and 76.8% of the voting power as of April 9, 2026. This participation level was sufficient to constitute a quorum for business.

All ten director nominees, including Brad Buss, Jeneanne Hanley and Dr. Siva Sivaram, were elected with substantial majorities. Each received hundreds of millions of votes for, with only a few million votes withheld and 156,901,206 broker non-votes reported for each nominee.

Yes. Stockholders cast 720,667,490 votes for ratifying Ernst & Young LLP as independent registered public accounting firm, 4,190,393 votes against and 1,984,748 abstentions. This strong approval confirms Ernst & Young LLP for the fiscal year ending December 31, 2026.

On a non-binding advisory basis, 559,002,144 votes were cast for approving named executive officer compensation, 8,698,731 against and 2,240,550 abstentions, with 156,901,206 broker non-votes. These results show clear support for QuantumScape’s executive pay package at the 2026 Annual Meeting.

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Accepted by SEC EDGAR 06/05/2026 - 04:18 PM

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

CURRENT REPORT

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

     Date of Report (Date of earliest event reported): June 03, 2026

    

QuantumScape Corporation

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39345	85-0796578
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1730 Technology Drive
San Jose, California		95110
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 408 452-2000

    

N/A

(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 Nasdaq Stock Market LLC

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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of QuantumScape Corporation (the “Company”) was held on June 3, 2026. Present at the Annual Meeting in person or by proxy were holders of 358,839,991 shares of the Company’s Class A common stock and 36,800,264 shares of the Company’s Class B common stock, collectively representing 726,842,631 votes and 76.8% of the voting power of the shares of the Company’s common stock as of April 9, 2026, 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, 2026; and (3) approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers.

Proposal 1 – Election of ten directors to serve until the 2027 Annual Meeting of Stockholders:



Director	Votes For	Votes Withheld	Broker Non-Votes
Brad Buss	565,041,367	4,900,058	156,901,206
Jeneanne Hanley	564,833,840	5,107,585	156,901,206
Dr. Gena C. Lovett	532,333,045	37,608,380	156,901,206
Dr. Günther Mendl	567,762,930	2,178,495	156,901,206
Dr. Ross Niebergall	568,235,104	1,706,321	156,901,206
Geoffrey Ribar	568,176,229	1,765,196	156,901,206
Dipender Saluja	538,303,962	31,637,463	156,901,206
Sebastian Schebera	541,114,753	28,826,672	156,901,206
Dennis Segers	567,360,975	2,580,450	156,901,206
Dr. Siva Sivaram	567,736,740	2,204,685	156,901,206

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, 2026:



Votes For	Votes Against	Abstentions
720,667,490	4,190,393	1,984,748

Proposal 3 – Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers:

SIGNATURES

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.


			QuantumScape Corporation

Date:	June 5, 2026	By:	/s/ Michael McCarthy
			Name: Michael McCarthy Title: Chief Legal Officer and Head of Corporate Development

Source: View Original Filing on SEC EDGAR

Votes Against

Abstentions

Broker Non-Votes

1 document