UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): December 30, 2021
QuantumScape Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware |
| 001-39345 |
| 85-0796578 |
1730 Technology Drive |
| 95110 |
(408) 452-2000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
| Trading Symbol(s) |
| Name of each exchange on which registered |
Class A common stock, par value $0.0001 per share |
|
QS |
|
The New York Stock Exchange |
|
|
|
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(d) Appointment of New Director
On December 30, 2021, Jeneanne Hanley was appointed to the Board of Directors (the “Board”) of QuantumScape Corporation (the “Company”), to serve as a director with a term of office expiring at the Company’s next annual stockholder meeting.
Ms. Hanley has served as a member of the board of directors and Compensation Committee of KLA Corporation (NASDAQ: KLAC), a capital equipment company, since June 2019. Ms. Hanley most recently served as Senior Vice President, and President, E-Systems, for Lear Corporation, a designer and manufacturer of automotive seating and electrical systems (NYSE: LEA), from March 2018 to February 2019. Prior to this, she held positions in operational roles of increasing responsibility throughout her time at LEA since 1994, including Corporate Vice President, Global Surface Materials; Corporate Vice President, Americas Seating Business Unit; and Vice President, Global Strategy and Business Development. Ms. Hanley holds a B.S.E. in Mechanical Engineering and a M.B.A. from the University of Michigan.
In accordance with the Company’s Outside Director Compensation Policy (the “Director Compensation Policy”), Ms. Hanley is eligible to participate in the Company’s standard compensation arrangements for non-employee directors which consists of cash and equity compensation for service on the Board. Pursuant to the Director Compensation Policy, Ms. Hanley is entitled to $80,000 in annual cash compensation for service on the Board with additional cash compensation payable for committee service, as applicable. Ms. Hanley was also granted an initial equity award of 13,077 restricted stock units, which will vest one-twelfth quarterly over three years starting May 15, 2022, subject to Ms. Hanley’s continued service through each vesting date in accordance with the Director Compensation Policy. In addition, Ms. Hanley was granted a pro-rated annual equity award of 5,993 restricted stock units, which will vest in full on the next quarterly vesting date (which are February 15, May 15, August 15 and November 15) after the Company’s 2022 annual stockholder meeting, subject to Ms. Hanley’s continued service through such vesting date in accordance with the Director Compensation Policy.
There are no arrangements or understandings between Ms. Hanley and any other persons pursuant to which Ms. Hanley was appointed a director of the Company, and there are no family relationships between Ms. Hanley and any other director or executive officer of the Company.
The Company will enter into its standard form of indemnification agreement with Ms. Hanley, a copy of which is filed as Exhibit 10.7 to the Company’s Form 8-K filed on December 2, 2020. Other than the indemnification agreement, Ms. Hanley does not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, nor are any such transactions currently proposed.
The foregoing description of the terms of the Director Compensation Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Director Compensation Policy, which will be filed with the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 or via an amendment to this Current Report on Form 8-K
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
Dated: January 5, 2022
| QUANTUMSCAPE CORPORATION | ||
|
| ||
| By: | /s/ Michael McCarthy | |
|
| Name: | Michael McCarthy |
|
| Title:
| Chief Legal Officer and Head of Corporate Development |