QuantumScape Annual Meeting Set for June 11, Focus on Solid-State Batteries

Ticker: QS · Form: DEF 14A · Filed: 2024-04-29T00:00:00.000Z

Sentiment: neutral

Topics: annual-meeting, proxy-statement, ev-battery, technology

Related Tickers: QS

TL;DR

QS annual meeting June 11, virtual. Focus on solid-state battery tech for EVs. Vote your shares!

AI Summary

QuantumScape Corporation is holding its annual stockholder meeting on June 11, 2024, virtually via live audio webcast. The company is focused on developing a proprietary solid-state battery platform to transform energy storage and enable a sustainable energy future, aiming for advancements in EV battery technology like greater energy density, faster charging, and improved safety.

Why It Matters

This annual meeting is crucial for stockholders to understand QuantumScape's progress and strategic direction in developing next-generation battery technology, which could significantly impact the future of electric vehicles and energy storage.

Risk Assessment

Risk Level: medium — The company is in a high-risk, high-reward sector with significant technological and market adoption hurdles for its novel battery technology.

Key Players & Entities

FAQ

When and how will the QuantumScape annual meeting of stockholders be held?

The annual meeting will be held on Tuesday, June 11, 2024, at 8:00 a.m., Pacific Time, conducted virtually via live audio webcast at www.virtualshareholdermeeting.com/QS2024.

What is QuantumScape's primary mission?

QuantumScape's mission is to transform energy storage to enable a sustainable energy future.

What technology is QuantumScape developing?

QuantumScape has spent the last decade developing a proprietary solid-state battery platform.

What are the potential benefits of QuantumScape's battery technology?

The company believes its technology can enable a new category of battery with the potential for greater energy density, faster charging, and improved safety for EVs.

What form is this document?

This document is a Schedule 14A (DEF 14A), a Proxy Statement filed with the SEC.

Filing Stats: 4,394 words · 18 min read · ~15 pages · Grade level 18.2 · Accepted 2024-04-29 16:06:54

Key Financial Figures

Filing Documents

Executive Compensation Highlights

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

EXECUTIVE COMPENSATION

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

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

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 2023 Annual Report 72 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 ti

Executive Compensation

Executive Compensation Highlights Compensation Practices What we do What we don't do Long-Term Performance-Based Compensation The majority of our executive compensation program is comprised of long-term performance-based compensation, and therefore "at risk," dependent upon corporate performance and equity-based, including performance-based RSUs, to align the interests of our executives with our stockholders. Independent Compensation Committee Our compensation committee is comprised solely of independent directors who have established effective means for communicating with each other and with our stockholders, and implementing their executive compensation ideas. Independent Compensation Consultant Our compensation committee engaged its own compensation consultant, Compensia, a national compensation consulting firm, to assist with its compensation review and analysis. Annual Executive Compensation Review Our compensation committee conducts an annual review and approval of our compensation strategy, including a review of our compensation peer group used for comparative purposes. Clawback Arrangements We have adopted clawback arrangements with our executive officers to recover erroneously awarded incentive-based compensation received after October 2, 2023 in connection with a financial restatement, regardless of fault or misconduct, in accordance with SEC rules. Additionally, the terms of the awards under our Extraordinary Performance Award Program provide for recovery of such awards in certain events of recipient's misconduct. Stock Ownership Guidelines We have adopted stock ownership requirements for our directors and executive officers. Minimal Perquisites and Special Benefits Our executives are eligible to participate in broad-based Company-sponsored retirement, health and welfare benefits programs on the same basis as our other full-time, salaried employees. At this time, we provide limited perquisites and other personal benefits

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