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 January 13, 2021, Jens Wiese was appointed to the Board of Directors (the Board) of QuantumScape Corporation (the
Company). Mr. Wiese will serve as a director with a term of office expiring at the Companys 2021 Annual Meeting of Stockholders.
Mr. Wiese has served in multiple roles at Volkswagen AG, most recently as Head of Volkswagen Group M&A, Investment Advisory, and
Partnerships since January 2020, Head of Industrial Cooperations and Partnerships from June 2018 to December 2019, Head of Group Battery Strategy from June 2016 to December 2019, and Corporate Strategy/Head of Performance Improvement from March 2016
to May 2018. Prior to his service at Volkswagen AG, Mr. Wiese served as Director and Member of the German Management Team at AlixPartners GmbH, a consulting firm, from March 2007 to February 2016. Mr. Wiese holds a Masters degree in
Business Administration from the Ludwig Maximilian University of Munich.
Mr. Wiese was appointed a director of the Company pursuant
to that certain letter agreement by and among the Company, QuantumScape Subsidiary, Inc., and Volkswagen Group of America Investments, LLC (VWGoAI), dated as of December 7, 2020, a copy of which is filed as Exhibit 10.30 to
the Companys Form S-1 filed on December 17, 2020 (the Letter Agreement). Pursuant to the Letter Agreement, the Company shall cause up to two representatives designated by VWGoAI
to be included on the Companys Board upon VWGoAIs written request. The foregoing description of the Letter Agreement is qualified in its entirety by reference to the full text of the Letter Agreement, a copy of which is filed as Exhibit
10.1 to this Current Report on Form 8-K and is incorporated herein by reference. There are no other arrangements or understandings between Mr. Wiese and any other persons pursuant to which Mr. Wiese
was appointed a director of the Company, and there are no family relationships between Mr. Wiese and any director or executive officer of the Company.
The Company will enter into its standard form of indemnification agreement with Mr. Wiese, a copy of which is filed as Exhibit 10.7 of
the Companys Form 8-K filed on December 2, 2020. Other than the indemnification agreement described in the preceding sentence, Mr. Wiese 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, nor are any such transactions currently proposed.
A copy of the news release issued by the Company on January 14, 2021 announcing Mr. Wieses appointment to the Board is
attached hereto as Exhibit 99.1.