Form 8-K - Current report

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): February 08, 2024

   

QuantumScape Corporation

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39345	85-0796578
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1730 Technology Drive
San Jose, California		95110
(Address of Principal Executive Offices)		(Zip Code)

    Registrant’s Telephone Number, Including Area Code: 408 452-2000

   

    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 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

Appointment of Siva Sivaram as Chief Executive Officer and Board Member

On February 8, 2024, the Board of Directors (the “Board”) of QuantumScape Corporation (the “Company”) appointed Dr. Siva Sivaram, as the Company`s Chief Executive Officer (“CEO”) and as a member of the Board, effective February 15, 2024. To facilitate the appointment, the size of the Board was increased from 11 to 12 members.

Dr. Sivaram’s appointment is the culmination of a year-long succession plan initiated by the chairman of the Board and outgoing CEO, Jagdeep Singh, in consultation with the Board. Dr. Sivaram, now age 63, initially joined the Company as President in September 2023 to oversee the Company’s technology and manufacturing groups, as previously disclosed in the current report on form 8-K filed by the Company on July 31, 2023, which is incorporated herein by reference (the “Prior 8-K”). As CEO, Dr. Sivaram will lead all day-to-day business operations in this next phase of the Company’s growth.

Dr. Sivaram brings decades of experience taking complex emerging technologies into high-volume production, including building factories, establishing and managing partnerships and scaling production across the world.Most recently, he served as the President of Technology and Strategy at Western Digital, a leader in the data storage sector, where he led corporate strategy and technology. Prior to joining Western Digital, Dr. Sivaram was Executive Vice President of Memory Technology at SanDisk. Before that, he founded and headed Twin Creek Technologies, an American manufacturer specializing in novel solar cells and equipment, and held several leadership positions for global technology manufacturers, including Intel and Matrix Semiconductor – the pioneer in 3D semiconductors. Dr. Sivaram holds a Ph.D. and M.S. in materials science from Rensselaer Polytechnic Institute.

In connection with Dr. Sivaram’s appointment as CEO and upon recommendation of the Compensation Committee of the Board, the Board approved the following changes to Mr. Sivaram’s compensation arrangements: (i)annual base salary of $820,000, (ii) participation in the Company’s 2024 annual bonus program at 125% target of his 2024 earned salary, and (iii) grant of a restricted stock unit (“RSU”) award under the Company’s 2020 Equity Incentive Plan with a value of $17,206,000, consisting of a mix of performance-based (60%) and time-based (40%) vesting conditions, with performance-based RSUs vesting based on the achievement of specific milestones, and time-based RSUs vesting over four years, all subject to continued service with the Company through the applicable vesting date. His existing equity awards will continue to vest in accordance with their terms, subject to his continuing service. Dr. Sivaram will not receive additional compensation for his service on the Board.

Dr. Sivaram’s Change in Control and Severance Agreement will continue and he will also continue to be eligible to participate in the Company’s other general executive compensation and benefit programs described in the “Executive Compensation” section of the Proxy Statement, including indemnification and other agreements as referenced and defined in the Prior 8-K.
Dr. Sivaram has no 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, the “Exchange Act”), nor are any such transactions currently proposed. There is no arrangement or understanding between Dr. Sivaram and any other persons pursuant to which Dr. Sivaram was appointed as CEO and director. There are no family relationships between Dr. Sivaram and any of the Company’s directors or executive officers.

Transition of Jagdeep Singh away from Chief Executive Officer role and continuation as Board Chairman

On February 8, 2024, the Board accepted Jagdeep Singh’s request to transition from his role as CEO effective February 15, 2024, and also confirmed that Mr. Singh will be continuing in his capacity as Chairman of the Board. Mr. Singh has served as the Company's CEO and Chairman of the Board since he co-founded the Company in 2010.

Effective February 15, 2024, Mr. Singh will no longer receive any compensation for his service as CEO, other than the Company’s 2023 annual bonus already earned and scheduled to be paid out later in the month in the form of shares of the Company’s Class A Common Stock. The stock options granted to him under the Company’s 2021 Extraordinary Performance Award Program will terminate in connection with his transition away from the CEO role, in accordance with its terms. All of Mr. Singh’s other outstanding equity awards will continue to vest in accordance with their terms, subject to his continuing to serve as a service provider to the Company. Mr. Singh has waived any further participation in the standard compensation arrangements for non-employee directors under the Company’s Outside Director Compensation Policy.

Item 8.01 Other Events.

A press release related to the matters described in Item 5.02 of this Current Report on Form 8-K is furnished herewith as Exhibit 99.1 and incorporated in this Item 8.01 by reference.

The information in Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section, and shall not be or be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act.

Forward-Looking Statements

Certain information in this Current Report on Form 8-K may be considered “forward-looking statements,” within the meaning of Section 27A of the Securities Act, and Section 21E of the Exchange Act, including, without limitation, statements regarding the Company’s plans and objectives for future operations and the prospects and timing of the management change. 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 challenges related to the management transition, the building out of high volume processes, achieving the performance, quality, consistency, reliability, safety, cost and throughput required for commercial production and sale, changes in economic and financial conditions, 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 time. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release dated February 14, 2024

104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)

SIGNATURES

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.


			QuantumScape Corporation

Date:	February 14, 2024	By:	/s/ Michael McCarthy
			Name: Michael McCarthy Title: Chief Legal Officer and Head of Corporate Development

QuantumScape Appoints Dr. Siva Sivaram as CEO to Lead Next Phase of Growth

Co-founder Jagdeep Singh to continue as Chairman of the Board

SAN JOSE, Calif. — February 14, 2024 — QuantumScape Corporation(NYSE: QS), a leader in next-generation solid-state lithium-metal battery technology, today announced the appointment of current President, Dr. Siva Sivaram, as CEO and as a member of the board of directors, effective February 15, 2024. Co-founder and CEO Jagdeep Singh will continue to serve as Chairman of the Board of Directors.

Dr. Sivaram, a semiconductor and data storage industry veteran, joined QuantumScape as President in September 2023. He joined from Western Digital Corp., where he also served as President, leading corporate strategy and technology. His deep technical acumen and decades of experience taking complex emerging technologies into high-volume production, building factories, establishing partnerships and scaling manufacturing worldwide made him a natural fit for the role.

Over the last year, the company achieved several important milestones that set the foundation for future growth. QuantumScape’s best-performing A0 prototype cell achieved more than 1,000 full cycle equivalents with 95% discharge energy retention in testing at PowerCo’s labs. The company made key improvements to the components and processes necessary to transition from prototype to product, bolstered the balance sheet with a follow-on offering, strengthened relationships with OEM partners, and announced the first planned commercial product, QSE-5. Mr. Singh initiated the succession planning process in consultation with the board early last year, seeking to recruit a leader with extensive experience in manufacturing sophisticated technology products, to help lead QuantumScape’s efforts through the next phase of its growth.

“Founding QuantumScape has been the highlight of my career. I profoundly believe in the mission and the success of this company and team, and we are closer than ever to having a real impact on the automotive industry,” said Mr. Singh. “Siva immediately impressed the team after coming on as President with his operational skills, strategic vision and ability to drive results. Siva is the right leader at the right time to take on the challenge of bringing the company’s technology into high-volume production. I look forward to our continued work together to bring QuantumScape’s solid-state lithium-metal batteries to market.”

“As I step into this new role, I’m energized by the remarkable opportunity that QuantumScape has to shape an entire industry,” said Dr. Sivaram, QuantumScape president and CEO. “QuantumScape’s exceptional technology, large addressable market, customer demand and brilliant and motivated team have set us up with the potential to have a tremendous impact on the automotive industry and the broader world. A lot of work remains to be done and it will not be without challenges and I’m honored to be entrusted with this responsibility. I am determined to see us achieve our ambitious vision.”

“Since joining QuantumScape, Siva has been an excellent collaborator; his experience with global manufacturing is already proving instrumental in establishing a strong platform from which we’ll build future full-scale commercial growth,” said Frank Blome, CEO of PowerCo and QuantumScape board member. “We thank Jagdeep for his tremendous leadership from the founding of QuantumScape through all the industry-leading achievements during his tenure as the CEO. He has been a great partner for the Volkswagen Group and PowerCo and I look forward to his continued leadership as Chairman of the board.”

“Jagdeep has always had a compelling vision for the company and a passion to tackle the hardest and most important challenges. He assembled a world-class team and together we have made some groundbreaking scientific and engineering advancements in lithium metal batteries,” said Tim Holme, co-founder and CTO of QuantumScape. “I believe that Siva's experience in scaling and manufacturing products at high volume with exacting quality standards will build on our momentum and lead us through the next phase.”

###

About QuantumScape Corporation

QuantumScape is on a mission to transform energy storage with solid-state lithium-metal battery technology. The company’s next-generation batteries are designed to enable greater energy density, faster charging and enhanced safety to support the transition away from legacy energy sources toward a lower carbon future. For more information, visit www.quantumscape.com.

About Dr. Siva Sivaram

Dr. Siva Sivaram joined QuantumScape as President in September 2023. Previously, he served as President of Technology and Strategy at Western Digital, a leader in data storage. Prior to Western Digital, Dr. Sivaram was Executive Vice President of Memory Technology at SanDisk. Before that, he founded and headed Twin Creek Technologies, an American manufacturer specializing in novel solar cells and equipment, and held several leadership positions for global technology manufacturers, including Intel and Matrix Semiconductor – the pioneer in 3D semiconductors. Dr. Sivaram holds a Ph.D. and M.S. in materials science from Rensselaer Polytechnic Institute and a B.S. in mechanical engineering from the National Institute of Technology.

Forward-Looking Statements

Certain information in this press release 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 company’s plans and objectives for future operations and the prospects and timing of the management change. 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 challenges related to the management transition, the building out of high volume processes, and the achievement of the quality, consistency, reliability, safety, cost and throughput required for commercial production and sale, changes in economic and financial conditions 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 time. Except as otherwise required by applicable law, the company disclaims any duty to update any forward-looking statements.

Document And Entity Information	Feb. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Feb. 08, 2024
Entity Registrant Name	QuantumScape Corporation
Entity Central Index Key	0001811414
Entity Emerging Growth Company	false
Entity File Number	001-39345
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	85-0796578
Entity Address, Address Line One	1730 Technology Drive
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95110
City Area Code	408
Local Phone Number	452-2000
Entity Information, Former Legal or Registered Name	Not applicable
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	QS
Security Exchange Name	NYSE