Good morning, and welcome to the 2026 Annual Meeting of the Stockholders of QuantumScape Corporation. I'm Siva Sivaram, QuantumScape's Chief Executive Officer, and I'll be the chair of today's annual meeting of stockholders. Thank you for joining us today. We are excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal, and the agenda for the meeting is posted on the web portal. It is now a little after 9:00 A.M. Pacific Time on June 3rd, 2026, and this meeting is officially called to order. With us today are members of QuantumScape's board of directors, including Dennis Segers, who is chairman of QuantumScape's board of directors, representatives of our independent auditors, Ernst & Young, and QuantumScape's Chief Legal Officer, Michael McCarthy, who will act as secretary of the meeting.
I will now turn to Mike to take us through the procedural matters of the meeting.
Thanks, Siva. This is Mike McCarthy, and I'm the Chief Legal Officer, Head of Corporate Development, and Corporate Secretary of QuantumScape. The company's appointed Julian Wong, QuantumScape's Vice President of Legal and Corporate Development, to act as the Inspector of Election. Julian is also with us today and has taken the oath of the Inspector of Election prior to this meeting. This annual meeting is being held in accordance with the company's bylaws, Delaware law, and the rules of conduct for the meeting. During the formal portion of the meeting, we will address the matters described in the company's proxy statement dated April 23rd, 2026. Voting will be completed, an announcement will be made regarding the preliminary results, and then the formal portion of the meeting will be concluded. After the formal meeting has been adjourned, we will answer a few general questions regarding our business operations.
Please note that this meeting is being recorded by the company, and any unauthorized recordings of this meeting is not permitted. The board has fixed April 9th, 2026, as the record date for determining stockholders entitled to vote at the meeting. An affidavit has been delivered to the company by Broadridge, our mailing agent, attesting to the fact that all proxy materials were mailed commencing on April 23rd, 2026, to all registered stockholders as of the record date. Based on the number of shares present in person or by proxy, as reported by the Inspector of Elections, we have a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted, and we shall proceed with the business of the meeting. Now I will present the matters to be voted upon.
Proposal one is the election of 10 director nominees to hold office until the 2027 annual meeting of stockholders or until their successors are duly elected and qualified. Proposal two is to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal three is to approve, on a non-binding advisory basis, the compensation of the named executive officers. The polls are still open at this time. Any stockholders who haven't yet voted or wish to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action.
At this time, we ask that all stockholders who have not voted to please finalize your vote and enter your vote in the web portal. We will give you one more minute for stockholders to complete their voting process.
Now that everyone has had the opportunity to vote, I declare the polls for the 2026 Annual Meeting of Stockholders closed.
We have been informed by the Inspector of Election that the preliminary vote reports show that each of the three proposals for consideration at this meeting have been approved, namely that all nominees for election to the board have been duly elected, that the appointment of Ernst & Young LLP as our independent registered public accounting firm has been ratified, and that the compensation of the named executive officers has been approved. These are the preliminary results of the voting, and the final voting results will be set forth in a report of the Inspector of Election and will be included in the minutes of this meeting. We will also be reporting the final voting results in a Form 8-K to be filed with the Securities and Exchange Commission.
There being no further business to come before the meeting, the formal business portion of this meeting is now concluded. Let me now turn it to Sam Kamara, our Senior Director of Capital Markets and Investor Relations, to take us through the Q&A. Before we begin, let me remind everyone that our responses to your questions may include forward-looking statements. Actual results could differ materially from those contemplated by such statements, including with respect to the performance of our technology and its applications. Please take a look at our filings with the Securities and Exchange Commission for a discussion of the factors that could cause our results to differ. Please note that any forward-looking statements are based upon information available to us as of today's date, and we disclaim any obligation to update any forward-looking statements except as required by law. Having said that, Sam, you may proceed.
Thank you, Mike. I'd like to call on Dr. Siva Sivaram, our CEO, to answer the questions that came in. Siva, since our last annual meeting, we've seen some changes in the board composition. First, J.B. Straubel is not standing for re-election to the board. Could you share how we should think about that transition and what it means for QuantumScape going forward?
Of course. First, I want to be clear that J.B. isn't leaving QuantumScape. He's joining our strategic advisory board alongside other distinguished members. J.B. is not standing for re-election to the board so that he can focus on his role as CEO of Redwood Materials, and we're excited to continue working with him as a strategic advisor to the company. His experience and perspectives remain a real asset to us, and we look forward to many years of ongoing relationship.
Thank you, Siva. Still on the leadership change topic, we also welcomed two new directors to the board this year, Geoff Ribar and Ross Niebergall. Both bring experience that seems highly relevant to where QuantumScape is today. Could you talk a little about what they bring to the board and why their backgrounds are important at this stage of the company's development?
Yes. We are pleased to welcome Geoff Ribar and Ross Niebergall to our board of directors this year. Their appointments are directly aligned with QuantumScape's strategic objectives for 2026, specifically advancing automotive commercialization and expanding into new high-value markets. Geoff's extensive leadership in finance and technology, combined with his experience in developing and executing licensing business models, is highly relevant to our automotive commercialization goals. Ross brings decades of expertise in defense, research and development, and technology commercialization. His background will be instrumental as we pursue our goal of expanding into new markets such as defense, data centers, and other high-value applications. Together, Geoff and Ross will help us realize our vision of delivering advanced battery solutions to both automotive and emerging markets, reinforcing QuantumScape's position as a solid state battery technology leader.
This brings me to my final question. Investors have also heard us speak more about opportunities in data centers, defense, and other high-value applications. Could you talk about how those opportunities fit into our broader strategy and how we should think about them alongside our work in automotive?
Yes, absolutely. Automotive remains a central part of our strategy and our primary focus as we advance automotive commercialization and demonstrate scalable production with the Eagle Pilot Plant. At the same time, we recognize that QS technology platform has applicability in other large and growing markets, including AI factories, defense, and other applications, and we are exploring those opportunities as appropriate. We see that as a natural extension of the platform we have been building, particularly in areas where safety, performance, and energy density are highly valued. In some cases, these markets may offer more targeted or earlier entry points with potentially shorter qualification timelines as compared to automotive. We think about these as complementary opportunities that can build on the same underlying technology foundation while supporting our broader long-term growth strategy.
That is the final question for the Q&A session. Siva, I'll hand it back to you to conclude this session.
Thank you. There being no further business to come before the meeting, this meeting is now concluded. Thank you for joining us today and for your continued support of QuantumScape. This concludes today's meeting. Thank you for attending. You may now disconnect and have a wonderful rest of your day.