QS Quantumscape Corp

On November 25, 2020, QuantumScape Corporation, a Delaware corporation (f/k/a Kensington Capital Acquisition Corp.) (the “Company”), held a special meeting in lieu of the 2020 annual meeting of stockholders (the “Special Meeting”) in connection with the proposed business combination (the “Business Combination”) of the Company and QuantumScape Subsidiary, Inc., a Delaware corporation (f/k/a QuantumScape Corporation) (“Legacy QuantumScape”), as described in the proxy statement, prospectus and information statement filed by the Company with the Securities and Exchange Commission on November 12, 2020 (the “Proxy Statement”). Present at the Special Meeting were holders of 16,910,043 shares of the Company’s common stock (the “Common Stock”) in person or by proxy, representing 58.81% of the voting power of the Common Stock as of October 27, 2020, the record date for the Special Meeting (the “Record Date”), and constituting a quorum for the transaction of business. As of the Record Date, there were 28,750,000 shares of Common Stock outstanding. Capitalized terms used in this Current Report on Form 8-K but not otherwise defined herein have the meanings given to them in the Proxy Statement.

At the Special Meeting, the Company’s stockholders approved the Business Combination Proposal, the Authorized Share Charter Proposal, the Director Declassification Charter Proposal, the Dual Class Charter Proposal, the Additional Charter Proposal, the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the NYSE Proposal and the Employee Stock Purchase Plan Proposal, in each case as defined and described in greater detail in the Proxy Statement (collectively, the “Proposals”).

The approval of the Business Combination Proposal, the Authorized Share Charter Proposal, the Director Declassification Charter Proposal, the Dual Class Charter Proposal and the Additional Charter Proposal required the affirmative vote (in person or by proxy) of the holders of a majority of all outstanding shares of the Company’s Common Stock entitled to vote thereon at the Special Meeting. The approval of the Equity Incentive Plan Proposal, the NYSE Proposal and the Employee Stock Purchase Plan Proposal required the affirmative vote (in person or by proxy) of the holders of a majority of the shares of the Company’s Common Stock that were voted at the Special Meeting. The approval of the election of each director nominee pursuant to the Election of Directors Proposal required the affirmative vote of the holders of a plurality of the outstanding shares of the Company’s Common Stock entitled to vote and actually voted thereon at the Special Meeting. The Adjournment Proposal, as defined and described in greater detail in the Proxy Statement, was not presented to the Company’s stockholders as the Business Combination Proposal, the Authorized Share Charter Proposal, the Director Declassification Charter Proposal, the Dual Class Charter Proposal, the Additional Charter Proposal, the election of each director nominee pursuant to the Election of Directors Proposal, the Equity Incentive Plan Proposal, the NYSE Proposal and the Employee Stock Purchase Plan Proposal each received a sufficient number of votes for approval.

Set forth below are the final voting results for the Proposals:

Proposal 1: The Business Combination Proposal

The Business Combination Agreement, dated as of September 2, 2020 (as may be amended from time to time, the “Business Combination Agreement”), by and among the Company, Legacy QuantumScape and Kensington Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company, and the transactions contemplated thereby, was approved and adopted. The voting results were as follows:

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Proposal 2: The Authorized Share Charter Proposal

The amendment to the Company’s amended and restated certificate of incorporation to increase the number of authorized shares of the Company’s Common Stock and preferred stock was approved. The voting results were as follows:

Proposal 3: The Director Declassification Charter Proposal

The amendment to the Company’s amended and restated certificate of incorporation to declassify the Company’s board of directors was approved. The voting results were as follows:

Proposal 4: The Dual Class Charter Proposal

The amendment to the Company’s amended and restated certificate of incorporation to implement a dual class stock structure comprised of New QuantumScape Class A Common Stock, which will carry one vote per share, and New QuantumScape Class B Common Stock, which will carry 10 votes per share, was approved. The voting results were as follows:

Proposal 5: The Additional Charter Proposal

The amendment to the Company’s amended and restated certificate of incorporation to eliminate provisions in the amended and restated certificate of incorporation relating to the Business Combination that will no longer be applicable following the closing of the Business Combination (the “Closing”), change New QuantumScape’s name to “QuantumScape Corporation” and make certain other changes that the Company’s board of directors deems appropriate for a public operating company was approved. The voting results were as follows:

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Proposal 6: The Election of Directors Proposal

The Company’s stockholders elected each of Jagdeep Singh, Justin Mirro, Frank Blome, Brad Buss, John Doerr, Prof. Dr. Jürgen Leohold, Prof. Fritz Prinz, Dipender Saluja and J.B. Straubel to serve as a director on the Company’s board of directors until the 2021 annual meeting of stockholders, and until his successor is duly elected and qualified or until his earlier resignation, removal from office or death. The voting results were as follows:

Proposal 7: The Equity Incentive Plan Proposal

The equity incentive award plan established to be effective upon the Closing was approved and adopted. The voting results were as follows:

Proposal 8: The NYSE Proposal

The issuance of New QuantumScape Common Stock to the Legacy QuantumScape stockholders in the Merger pursuant to the Business Combination Agreement and to the investors in the PIPE was approved. The voting results were as follows:

Proposal 9: The Employee Stock Purchase Plan Proposal

The employee stock purchase plan established to be effective upon the Closing was approved and adopted. The voting results were as follows: