Velo3D Inc
For the period ended Apr 19, 2024. Filed Apr 19, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 19, 2024 · Filed Apr 19, 2024
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DEF 14A 1 velo3d-2024prelimproxy.htm DEF 14A
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant☒ Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☒ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under §240.14a-12 |
(Name of Registrant as Specified in Its Charter)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PRELIMINARY PROXY STATEMENT - SUBJECT TO COMPLETION, DATED APRIL 19, 2024
, 2024
To Our Stockholders:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Velo3D, Inc., which will be held virtually at www.virtualshareholdermeeting.com/VLD2024 on Monday, June 10, 2024 at 1:00 p.m. Pacific Time/4:00 p.m. Eastern Time. We believe that a virtual stockholder meeting provides greater access to those who may want to attend, and therefore we have chosen this over an in-person meeting. This approach also lowers costs and enables participation from our global community. The matters expected to be acted upon at the Annual Meeting are described in the accompanying Notice of Annual Meeting of Stockholders and proxy statement. The Annual Meeting materials include the notice, proxy statement, and annual report to stockholders, each of which has been furnished to you over the internet or, if you have requested a paper copy of the materials, by mail.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please cast your vote as soon as possible by Internet, telephone or, if you received a paper copy of the meeting materials by mail, by completing and returning the enclosed proxy card in the postage-prepaid envelope to ensure that your shares will be represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend virtually. Returning the proxy does not affect your right to attend the Annual Meeting or to vote your shares at the Annual Meeting.
Sincerely,
Bradley Kreger
Interim Chief Executive Officer
IMPORTANT
NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MONDAY, JUNE 10, 2024. THE PROXY STATEMENT AND ANNUAL REPORT ARE AVAILABLE AT HTTP://IR.VELO3D.COM.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | Monday, June 10, 2023 at 1:00 p.m. Pacific Time/4:00 p.m. Eastern Time | |
|---|---|---|
| Place: | Virtually at www.virtualshareholdermeeting.com/VLD2024. There is no physical location for the Annual Meeting. | |
| Items of Business: | 1. | Elect three Class III directors of Velo3D, Inc., each to serve a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified. |
| 2. | Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024. | |
| 3. | Approve an amendment to our certificate of incorporation, as amended, to effect a reverse stock split of our outstanding shares of common stock, par value $0.00001 per share, at a ratio, ranging from one-for-five (1:5) to one-for-fifty (1:50), with the exact ratio to be set within that range at the discretion of our board of directors without further approval or authorization of our stockholders. | |
| 4. | For purposes of complying with Section 312.03(c) of the NYSE Listed Company Manual, approve the shares of common stock issuable pursuant to our Secured Notes and, if issued, the Additional Secured Convertible Notes (each as defined in the proxy statement). | |
| 5. | Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
| Record Date: | April 15, 2024, which we refer to as our Record Date. Only stockholders of record at the close of business on the Record Date are entitled to notice of, and to attend and vote at, the meeting and any adjournments thereof. | |
| Participation in Annual Meeting: | We are pleased to invite you to participate in our Annual Meeting, which will be conducted exclusively online at www.virtualshareholdermeeting.com/VLD2024. We believe the virtual format makes it easier for stockholders to attend, and participate fully and equally in, the Annual Meeting because they can join with any internet-connected device from any location around the world at no cost. Our virtual meeting format helps us engage with all stockholders-regardless of size, resources, or physical location, saves us and stockholders’ time and money, and reduces our environmental impact. Please see “Important Information About the Annual Meeting” for additional information. | |
| Voting: | Your vote is very important to us. Please act as soon as possible to vote your shares, even if you plan to participate in the Annual Meeting. For specific instructions on how to vote your shares, please see “Information About Solicitation and Voting” beginning on page 4 of the accompanying proxy statement. Each share of common stock that you own represents one vote. For questions regarding your stock ownership, you may contact us through our website at ir.velo3d.com or, if you are a registered holder, our transfer agent, Continental Stock Transfer & Trust Company, through its website at continentalstock.com, by phone at (212) 509-5586, or by e-mail at cstmail@continentalstock.com | |
This notice of the Annual Meeting, proxy statement, and form of proxy are being distributed and made available on or about April 29, 2024.
Whether or not you plan to attend the Annual Meeting, we encourage you to vote and submit your proxy through the Internet or by telephone or request and submit your proxy card as soon as possible, so that your shares may be represented at the meeting.
By Order of the Board of Directors,
Bernard ChungActing Chief Financial Officer
Fremont, California
, 2024
PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
TABLE OF CONTENTS
| SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS | 1 |
|---|---|
| PROXY STATEMENT SUMMARY | 2 |
| INFORMATION ABOUT SOLICITATION AND VOTING | 5 |
| INTERNET AVAILABILITY OF PROXY MATERIALS | 5 |
| GENERAL INFORMATION ABOUT THE MEETING | 5 |
| BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD OF DIRECTORS; CORPORATE GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE | 10 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 15 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 17 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 22 |
| REPORT OF THE AUDIT COMMITTEE | 24 |
| PROPOSAL NO. 3 APPROVAL OF REVERSE STOCK SPLIT | 25 |
| PROPOSAL NO. 4 APPROVAL OF COMMON STOCK ISSUANCE | 37 |
| EXECUTIVE OFFICERS | 40 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 41 |
| EXECUTIVE COMPENSATION | 44 |
| EQUITY COMPENSATION PLAN INFORMATION | 49 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 50 |
| ADDITIONAL INFORMATION | 51 |
| OTHER MATTERS | 54 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.