QuantumScape Corp

QSSEC EDGAR
DEF 14A, Proxy statement
Period end April 23, 2026

Proxy statement

Filing text

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐ Soliciting Material Pursuant to §240.14a-12
QUANTUMSCAPE CORPORATION (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply):
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
April 23, 2026 Dear QuantumScape Stockholders: We are pleased to invite you to attend the annual meeting of stockholders of QuantumScape Corporation, to be held on Wednesday, June 3, 2026, at 9:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast, which you will be able to attend by visiting www.virtualshareholdermeeting.com/QS2026 . On the pages that follow, the formal meeting notice and proxy statement contain details of the matters of business to be conducted at the annual meeting. 2025 marked an inflection point for QuantumScape. Guided by our mission to revolutionize energy storage and enable a sustainable energy future, we have evolved from a technology innovator to an organization executing a clear commercialization roadmap. We are bringing that roadmap to life on multiple fronts. Over the past year, we achieved key milestones that validate both our technology and our business model. We demonstrated our product in real-world applications, strengthened relationships with leading global automotive OEMs and ecosystem partners, and recorded our first customer cash inflows. These developments underscore the confidence of industry leaders in our platform and reinforce our position as a global leader in solid-state battery technology. We made parallel progress on the operational front. We established the breakthrough Cobra process as the baseline for our separator production process, marking a critical technological milestone. This was followed by the successful installation of our first highly automated pilot production line, the Eagle Line, forming the blueprint for production of our technology. Together, these advances bring us closer to our strategic objective of bringing our next-generation solid-state battery technology to market. Looking ahead, our priorities in 2026 are clear: • Demonstrate at Scale : Validate scalable production and manufacturing performance on the Eagle Line to support customer programs and technology transfer.
• Advance Automotive Commercialization : Advance automotive partnerships and licensing through field testing, sampling, and commercialization milestones.
• Expand into new high-value markets : Leverage our differentiated solid-state battery technology to capture significant value across new and existing applications.
• Go beyond QSE-5 : Continue development beyond QSE‑5 to unlock new form factors and further advance our technology platform.
To support these priorities, in 2026 we have welcomed two new directors to our Board of Directors: technology CFO veteran Geoff Ribar and defense executive Dr. Ross Niebergall, whose combined experience in scaling transformational technologies and commercializing across sectors directly supports our licensing model and expansion across new markets and applications. Taken together, these efforts reflect a clear ambition: to build a platform designed not only to transform energy storage but to create enduring value for our stakeholders. On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in QuantumScape.
Dr. Siva Sivaram President, Chief Executive Officer and Director
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TIME & DATE Wednesday, June 3, 2026 9AM Pacific Time
9:00 a.m., Pacific Time, on Wednesday, June 3, 2026
The annual meeting will be conducted virtually via live audio webcast. You will be able to attend the annual meeting virtually by visiting www.virtualshareholdermeeting.com/ QS2026 , where you will be able to listen to the meeting live and vote online during the meeting. You will need to have your control number included on your proxy card or the instructions that accompanied your Proxy Materials (as defined below) in order to join the annual meeting.
Proposal 1: To elect the 10 directors named in this proxy statement to hold office until our next annual meeting of stockholders and until their respective successors are elected and qualified.
Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026.
Proposal 3: To approve, on a non-binding advisory basis, the compensation of our named executive officers.
In addition, we will transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof.
Only stockholders of record as of the close of business on April 9, 2026 are entitled to notice of and to vote at the annual meeting. A list of the stockholders of record entitled to vote at the annual meeting will be available for examination for stockholders, for any purpose germane to the annual meeting, during ordinary business hours at 1730 Technology Drive, San Jose, California 95110 for at least ten days prior to the annual meeting and will also be available for examination at the annual meeting.
The Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy statement, notice of annual meeting, form of proxy and our annual report (together, the "Proxy Materials"), is first being sent or given on or about April 23, 2026, to all stockholders entitled to vote at the annual meeting.
The Proxy Materials can be accessed by visiting www.proxyvote.com .
Your vote is important. Whether or not you plan to attend the annual meeting, we urge you to submit your proxy or voting instructions via the internet, telephone or mail as soon as possible.
President, Chief Executive Officer and Director
PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION 26
Driven to Revolutionize Energy Storage 2
Board Knowledge, Skills, and Experience 5
Compensation Committee Interlocks and Insider Participation 48
Board of Directors Leadership Structure and Role of Independent Chairman 8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 53
Letter Agreements on Board and Committee Representation 15
Role of Board of Directors in Risk Oversight 15
CORPORATE GOVERNANCE POLICIES AND PRACTICES 55
Attendance at our Board of Directors and Stockholder Meetings 19
Executive Sessions of Outside Directors 19
Considerations in Identifying and Evaluating Director Nominees 20
QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING 62
Stockholder Recommendations and Nominations to our Board of Directors 21
Communications with the Board of Directors 21
Stockholder Proposals or Director Nominations for 2027 Annual Meeting 67
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Official document

QuantumScape Corp, DEF 14ASEC EDGAR file no. 000119312526173828
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