QuantumScape Corp
For the period ended Apr 23, 2026. Filed Apr 23, 2026.
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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.
Apr 23, 2026 · Filed Apr 23, 2026
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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 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 visitingwww.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.
| Sincerely, | |
|---|---|
| Dennis SegersChairman of the Board | Dr. Siva SivaramPresident, Chief Executive Officer and Director |
| NOTICE OF ANNUAL MEETING OFSTOCKHOLDERS | TIME & DATEWednesday, June 3, 20269AM Pacific Time |
|---|
| Time and Date | 9:00 a.m., Pacific Time, on Wednesday, June 3, 2026 |
|---|---|
| Virtual Location | 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. |
| Items of Business | 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. |
| 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, 2026. | |
| Board Recommendation: FOR | |
| Proposal 3: To approve, on a non-binding advisory basis, the compensation of our named executive 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. | |
| Record Date | April 9, 2026 |
| 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. | |
| Availability of ProxyMaterials | 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. | |
| 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 |
| TABLE OF CONTENTS | ||||
|---|---|---|---|---|
| PROXY SUMMARY | 1 | REPORT OF THE AUDIT COMMITTEE | 25 | |
| 2026 Annual Meeting of Stockholders | 1 | |||
| Voting Proposals | 1 | PROPOSAL NO. 3 NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION | 26 | |
| Driven to Revolutionize Energy Storage | 2 | |||
| Our Mission | 2 | |||
| Fiscal Year 2025 Company Highlights | 3 | EXECUTIVE OFFICERS | 27 | |
| Corporate Governance Highlights | 4 | |||
| Board Composition | 4 | EXECUTIVE COMPENSATION | 29 | |
| Board Knowledge, Skills, and Experience | 5 | Compensation Discussion and Analysis | 29 | |
| Executive Compensation Highlights | 6 | Report of the Compensation Committee | 43 | |
| Sustainability Highlights | 6 | Compensation Tables | 44 | |
| Other Compensation | 47 | |||
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 7 | Compensation Committee Interlocks and Insider Participation | 48 | |
| BOARD OF DIRECTORS | 8 | Equity Compensation Plan Information | 48 | |
| Board of Directors Leadership Structure and Role of Independent Chairman | 8 | Chief Executive Officer Pay Ratio | 49 | |
| Pay Versus Performance | 50 | |||
| Board of Directors Skills Matrix | 9 | |||
| Nominees for Director | 10 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 53 | |
| Director Independence | 15 | |||
| Letter Agreements on Board and Committee Representation | 15 | |||
| Role of Board of Directors in Risk Oversight | 15 | CORPORATE GOVERNANCE POLICIES AND PRACTICES | 55 | |
| Committees of Our Board of Directors | 16 | |||
| Attendance at our Board of Directors and Stockholder Meetings | 19 | |||
| RELATED PERSON TRANSACTIONS | 60 | |||
| 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 | |||
| OTHER MATTERS | 67 | |||
| Communications with the Board of Directors | 21 | Stockholder Proposals or Director Nominations for 2027 Annual Meeting | 67 | |
| Outside Director Compensation | 21 | |||
| Availability of Bylaws | 67 | |||
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 24 | Delinquent Section 16(a) Reports | 67 | |
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 (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding the future demand for batteries, the development of our battery technology 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 (the “SEC”) 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.