Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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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 Companys 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 Companys 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 Companys 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
Companys 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 Companys 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 Companys
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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For
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Against
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Abstentions
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16,872,911
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17,975
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19,157
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2