QuantumScape (QS) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with key milestones in technology validation, commercialization, and operational scale-up, including the Cobra process and Eagle Line pilot production installation.

• Expanded partnerships with major automotive OEMs and ecosystem partners, including Volkswagen's PowerCo SE, and recorded first customer cash inflows.

• Added two new directors with expertise in technology scaling and defense, supporting the company's licensing and market expansion strategy.

• Focus for 2026 includes demonstrating scalable production, advancing automotive commercialization, expanding into new markets, and developing beyond the QSE-5 platform.

Voting matters and shareholder proposals

• Shareholders will vote to elect 10 directors for a one-year term, ratify Ernst & Young LLP as independent auditor for 2026, and approve executive compensation on a non-binding advisory basis.

• Board recommends a FOR vote on all proposals.

• Only shareholders of record as of April 9, 2026, are entitled to vote.

Board of directors and corporate governance

• 9 out of 10 director nominees are independent; board committees are fully independent.

• Board leadership is separated between an independent chairman and CEO.

• Board diversity includes a mix of gender, tenure, age, and professional backgrounds, with recent additions and departures noted.

• Committees include audit, compensation, and nominating/governance, each with defined responsibilities and independent membership.

• Directors are evaluated annually, and stockholder recommendations for board nominees are considered.