QuantumScape Corp 8-K

What Happened
QuantumScape Corporation filed an 8-K reporting the results of its 2026 Annual Meeting of Stockholders held June 3, 2026. Holders of 358,839,991 shares of Class A and 36,800,264 shares of Class B (726,842,631 votes), representing 76.8% of voting power as of the April 9, 2026 record date, were present in person or by proxy (quorum). Stockholders elected ten directors to serve until the 2027 annual meeting, ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026, and approved, on a non-binding advisory basis, the compensation of the named executive officers (say-on-pay).

Key Details

• Meeting date and quorum: June 3, 2026; 726,842,631 votes cast, representing 76.8% of voting power. Class A = 1 vote/share; Class B = 10 votes/share; both classes voted as one class.
• Director elections: All ten nominees were elected. Vote highlights: Brad Buss (565,041,367 for / 4,900,058 withheld); Dr. Gena C. Lovett (532,333,045 for / 37,608,380 withheld); Dipender Saluja (538,303,962 for / 31,637,463 withheld). There were 156,901,206 broker non-votes on the director slate.
• Auditor ratification: Ernst & Young LLP ratified as auditor for FY2026: 720,667,490 for, 4,190,393 against, 1,984,748 abstentions.
• Say-on-pay (non-binding): Approved by shareholders: 559,002,144 for, 8,698,731 against, 2,240,550 abstentions; 156,901,206 broker non-votes.

Why It Matters
These results confirm the board composition and re-appointment of the company’s auditor for 2026, both important governance outcomes for investors. The say-on-pay proposal passed on a non-binding basis, so executive compensation remains approved by shareholders but the presence of withheld votes and sizable broker non-votes (156.9M) indicates some shareholder abstention or inability to vote on certain items. Notably, several director nominees received materially higher withheld votes than others, which investors may watch as a signal of shareholder sentiment on governance and management.