QuantumScape Corp
For the period ended Jun 11, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 11, 2024 · Filed Apr 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
**PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | 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):
| ☒ | No fee required. |
| ☐ | 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 29, 2024
Dear QuantumScape Stockholders:
We are pleased to invite you to attend the annual meeting of stockholders of QuantumScape Corporation, to be held on Tuesday, June 11, 2024, at 8:00 a.m., Pacific Time. The annual meeting will be conducted virtually via live audio webcast, which you will be able to attend by visitingwww.virtualshareholdermeeting.com/QS2024. 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.
QuantumScape is on a mission to transform energy storage to enable a sustainable energy future. To help accelerate this transition and enable a future powered by clean electricity, we believe a step change is needed in battery technology. We have spent the last decade developing a proprietary solid-state battery platform to meet this challenge. We believe that our technology can enable a new category of battery with the potential to meet the requirements for broader market adoption of EVs, including greater energy density, faster charging and improved safety.
In 2023, QuantumScape embarked on a transformative journey that continues to shape our trajectory today. It all started with the shipment of our first A0 prototype cells in late 2022, marking the beginning of the automotive qualification process. Throughout 2023, we achieved several important milestones that set the foundation for our future:
| ● | QuantumScape’s best-performing A0 prototype cell achieved more than 1,000 full cycle equivalents with 95% discharge energy retention in testing at PowerCo’s labs; |
| ● | We made significant strides in the development and demonstration of key component-level enhancements essential for transitioning from prototype to product: achieving higher cathode loading, designing efficient commercial packaging, and refining our electrolyte-separator process for improved scalability; |
| ● | We bolstered the balance sheet with an approximately $290M public follow-on offering and cost-saving initiatives, ending 2023 with more than $1 billion in total liquidity; |
| ● | We strengthened relationships with original equipment manufacturer partners; and |
| ● | We announced our first planned commercial product, QSE-5. |
These developments lay the groundwork for our forthcoming commercial product, QSE-5, which we aim to commence low-volume prototype production in 2024, with plans for scaling up to higher volumes by 2025.
To facilitate this transformative process, in 2023, Jagdeep Singh, QuantumScape’s co-founder, chairman and CEO until February 2024, initiated his succession planning process in consultation with the board, seeking to recruit a leader with extensive experience in commercializing and high-volume manufacturing of sophisticated technology products.
Having joined QuantumScape in September 2023 in the role of President, and transitioning to the role of President and CEO and member of our board of directors in February 2024, I’m honored to bring my extensive experience in corporate strategy and technology leadership to QuantumScape. As I step into these roles, I am energized by the immense potential of QuantumScape’s technology to revolutionize the automotive industry and beyond. With our cutting-edge solid-state battery technology, expansive market opportunity, and dedicated team and partners, we have the power to make a profound impact on a global scale. While challenges undoubtedly lie ahead on this journey of innovation and growth, I am deeply committed to realizing our ambitious vision and driving QuantumScape to commercial success. On behalf of our Board of Directors, we would like to express our appreciation for your continued support of and interest in QuantumScape. Sincerely, Dr. Siva Sivaram President, Chief Executive Officer and Director
| NOTICE OF ANNUAL MEETING OF STOCKHOLDERS | TIME & DATE Tuesday, June 11, 2024 8AM Pacific Time |
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| Time and Date Virtual Location | 8:00 a.m., Pacific Time, on Tuesday, June 11, 2024 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/ QS2024, where you will be able to listen to the meeting live and vote online during the meeting. You will need to have your 16-digit 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. |
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| Items of Business | Proposal 1: To elect the 12 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. |
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| Board Recommendation: FOR | |
| Proposal 2: To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024. | |
| Board Recommendation: FOR | |
| Proposal 3: To approve, on a non-binding advisory basis, the compensation of our named executive officers. | |
| Board Recommendation: FOR | |
| Proposal 4: To approve the amendment of our Amended and Restated Certificate of Incorporation to permit the exculpation of certain officers. | |
| Board Recommendation: FOR | |
| In addition, we will transact any other business that may properly come before the annual meeting or any adjournments or postponements thereof. | |
| The proxy statement to which this notice is attached includes a copy of the proposed amendment to our Amended and Restated Certificate of Incorporation to limit the liability of certain officers as Appendix A. Such language is considered attached to this notice. |
| Record Date | April 17, 2024 Only stockholders of record as of the close of business on April 17, 2024, 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 any purpose germane to the annual meeting, during ordinary business hours for ten days ending on the day prior to the annual meeting online at ir.quantumscape.com. Reasonable accommodations will be made if we cannot make the list available at our principal executive offices. |
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| Availability of Proxy Materials | 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 29, 2024, to all stockholders entitled to vote at the annual meeting. The Proxy Materials can be accessed as of April 29, 2024, by visiting www.proxyvote.com. |
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| Voting | 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. By order of the Board of Directors, Dr. Siva Sivaram President, Chief Executive Officer and Director |
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TABLE OF CONTENTS
| PROXY SUMMARY | 1 |
|---|---|
| 2024 Annual Meeting of Stockholders | 1 |
| Voting Proposals | 1 |
| Driven to Revolutionize Energy Storage | 2 |
| Our Mission | 2 |
| Our Core Values | 2 |
| FY 2023 Business Highlights | 3 |
| Corporate Governance Highlights | 4 |
| Board Composition and Diversity | 4 |
| Board Knowledge, Skills, and Experience | 5 |
| Executive Compensation Highlights | 6 |
| QUESTIONS AND ANSWERS ABOUT THE PROXY MATERIALS AND OUR ANNUAL MEETING | 8 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 13 |
| Nominees | 13 |
| Vote Required | 13 |
| Recommendation of our Board of Directors | 13 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 14 |
| Fees Paid to the Independent Registered Public Accounting Firm | 14 |
| Auditor Independence | 14 |
| Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm | 14 |
| Vote Required | 15 |
| Recommendation of our Board of Directors | 15 |
| PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 16 |
| 2023 Executive Compensation Program | 16 |
| Proposed Resolution | 16 |
| Vote Required | 16 |
| Recommendation of our Board of Directors | 16 |
| PROPOSAL NO. 4 APPROVAL OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PERMIT THE EXCULPATION OF CERTAIN OFFICERS | 17 |
| Background | 17 |
| Corporate Governance Review | 17 |
| Proposed Resolution | 18 |
| Vote Required | 18 |
| Recommendation of our Board of Directors | 18 |
| BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 19 |
| Composition of our Board of Directors | 19 |
| Letter Agreements on Board and Committee Representation | 19 |
| Board of Directors Diversity Matrix | 19 |
| Nominees for Director | 21 |
| Director Independence | 27 |
| Board of Directors Leadership Structure and Role of Lead Independent Director | 27 |
| Role of Board of Directors in Risk Oversight | 28 |
| Committees of Our Board of Directors | 29 |
| Attendance at our Board of Directors and Stockholder Meetings | 33 |
| Executive Sessions of Outside Directors | 33 |
| Considerations in Identifying and Evaluating Director Nominees | 33 |
| Stockholder Recommendations and Nominations to our Board of Directors | 33 |
| Communications with the Board of Directors | 34 |
| Stockholder Engagement | 35 |
| Policy Prohibiting Hedging or Pledging of Securities | 35 |
| Corporate Governance Guidelines and Code of Business Conduct and Ethics | 35 |
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| Sustainability | 36 |
| Environmental Product Impact | 36 |
| Responsible Product Design and Recyclability | 36 |
| Product Safety | 37 |
| Supply Chain | 37 |
| Workplace Health and Safety | 37 |
| Human Capital Management | 37 |
| Diversity, Equity and Inclusion | 37 |
| Data Protection and Security | 38 |
| Ethics and Compliance | 38 |
| REPORT OF THE AUDIT COMMITTEE | 39 |
| EXECUTIVE OFFICERS | 40 |
| EXECUTIVE COMPENSATION | 42 |
| Compensation Discussion and Analysis | 42 |
| 2023 Executive Compensation Highlights | 42 |
| CEO Transition | 43 |
| Compensation Philosophy and Objectives | 43 |
| Executive Compensation Policies and Practices | 44 |
| Compensation-Setting Process | 45 |
| 2023 Compensation Overview | 46 |
| Outstanding Equity Awards at 2023 Year End | 58 |
| Option Exercises and Stock Vested During Fiscal Year 2023 | 59 |
| Other Compensation | 59 |
| Potential Payments upon Termination or Change in Control | 59 |
| Outside Director Compensation | 60 |
| Maximum Annual Compensation Limit | 61 |
| Cash Compensation | 61 |
| Equity Compensation | 61 |
| Outside Director Compensation for Fiscal Year 2023 | 62 |
| 2024 Updates to Outside Director Compensation | 62 |
| Compensation Committee Interlocks and Insider Participation | 62 |
| Equity Compensation Plan Information | 63 |
| Chief Executive Officer Pay Ratio | 63 |
| Pay Versus Performance | 64 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 67 |
| RELATED PERSON TRANSACTIONS | 69 |
| OTHER MATTERS | 71 |
| Stockholder Proposals or Director Nominations for 2025 Annual Meeting | 71 |
| Availability of Bylaws | 71 |
| Delinquent Section 16(a) Reports | 71 |
| APPENDIX A - PROPOSED CERTIFICATE OF AMENDMENT TO AMENDED AND RESTATED CERTIFICATE OF INCORPORATION | 73 |
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain information in this Proxy Statement may be considered “forward-looking statements,” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including, without limitation, statements regarding the future demand for batteries and our future financial performance, results of operations, expectations, plans, strategies, goals, priorities. These forward-looking statements are based on management’s current expectations, assumptions, hopes, beliefs, intentions and strategies regarding future events and are based on currently available information as to the outcome and timing of future events. Because forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, you should not rely upon forward-looking statements as predictions of future events. The events and circumstances reflected in the forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements, including due to decreased or delayed demand for electric vehicles and other battery-powered technologies, changes in economic and financial conditions, such as volatility in the banking sector and in the capital or credit markets, and due to other factors discussed in the section titled “Risk Factors” in our Annual Report and Quarterly Reports and other documents filed with the Securities and Exchange Commission from time to time. Except as otherwise required by applicable law, we disclaim any duty to update any forward-looking statements.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.