Velo3D Inc
For the period ended Apr 19, 2024. Filed Apr 19, 2024.
View on SEC.govAbout this filing
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
Contents
PROXY STATEMENT SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. You should read the entire Proxy Statement before voting.
Meeting Agenda and Voting Recommendations
| PROPOSAL NO. 1 | BOARD’S RECOMMENDATION“FOR” this Proposal | |
|---|---|---|
| ELECTION OF DIRECTORS | ||
| We are asking our stockholders to elect three Class III directors for a three-year term expiring at the 2027 annual meeting of stockholders and until such director’s successor is duly elected and qualified or until such director’s earlier death, resignation, disqualification or removal. The table below sets forth information with respect to our three nominees standing for election. All of the nominees are currently serving as directors. Additional information about our director nominees and their respective qualifications can be found under the section titled “Proposal No. 1 Election of Directors-Nominees to Our Board of Directors”. | ||
| Name | Age | Director Since |
| Bradley Kreger | 49 | January 2024 |
| Gabrielle Toledano | 55 | September 2021 |
| Matthew Walters | 36 | September 2021 |
| PROPOSAL NO. 2 | BOARD’S RECOMMENDATION“FOR” this Proposal | |
| RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | ||
| We are asking our stockholders to ratify the audit committee’s appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2024. Information regarding fees paid to PricewaterhouseCoopers LLP during 2023 and 2022 can be found under the section titled “Proposal No. 2 Ratification of Appointment of Independent Registered Public Accounting Firm-Independent Registered Public Accounting Firm Fees and Services.” | ||
| PROPOSAL NO. 3 | BOARD’S RECOMMENDATION“FOR” this Proposal |
|---|---|
| APPROVAL OF REVERSE STOCK SPLIT | |
| We are asking our stockholders to 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 determined by our board of directors, and granting our board of directors the discretion to file the amendment to our certificate of amendment with the Secretary of State of the State of Delaware effecting the reverse stock split prior to December 31, 2024 or to abandon the reverse stock split altogether. The primary goals of the reverse stock split are to: (i) increase the per share market price of our common stock to meet the minimum per share price requirements for continued listing on the New York Stock Exchange, and (ii) effectively increase the number of authorized and unissued shares of our common stock available for future issuance after we effect the reverse stock split.Additional information about the reverse stock split can be found under the section titled “Proposal No. 3 Approval of Reverse Stock Split”. | |
| PROPOSAL NO. 4 | BOARD’S RECOMMENDATION“FOR” this Proposal |
| APPROVAL OF COMMON STOCK ISSUANCE | |
| We are asking our stockholders to approve the shares of common stock issuable pursuant to our Secured Notes and, if issued, the Additional Secured Convertible Notes (each as defined below) in order to comply with Section 312.03(c) of the New York Stock Exchange Listed Company Manual. Pursuant to this section of the Listed Company Manual, stockholder approval is required prior to the issuance of common stock, or of securities convertible into or exercisable for common stock, in any transaction or series of related transactions, subject to certain exceptions, if: (1) the common stock has, or will have upon issuance, voting power equal to or in excess of 20% of voting power outstanding before the issuance of such stock or of securities convertible into or exercisable for common stock; or (2) the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance of the common stock or of securities convertible into or exercisable for common stock. For more information, please see the section entitled “Proposal No. 4 Approval of Common Stock Issuance.” | |
GOVERNANCE AND BOARD HIGHLIGHTS
We are committed to good corporate governance, which strengthens the accountability of our board of directors and promotes the long-term interests of our stockholders. The list below highlights our independent board and leadership practices, as discussed further in this Proxy Statement.
INDEPENDENT BOARD AND LEADERSHIP PRACTICES
Majority of directors are independent (7 out of 9 current directors)
All committees of the board of directors are composed of independent directors
Board of directors is focused on enhancing diversity and refreshment
Comprehensive risk oversight practices, including cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas
Our nominating and corporate governance committee oversees our programs relating to environmental, social, and corporate governance matters
Independent directors conduct regular executive sessions
Directors maintain open communication and strong working relationships among themselves and have regular access to management
Directors conduct a robust annual board of directors and committee self-assessment process
Board of directors has related party transaction standards for any direct or indirect involvement of a director in our business activities
CERTAIN TERMS USED IN THIS PROXY STATEMENT
Unless the contest otherwise requires, references in this Proxy Statement to:
“Legacy Velo3D” means Velo3D, Inc., a Delaware corporation (n/k/a Velo3D US, Inc.), prior to the closing of the Merger;
“Merger” means the merger contemplated bythat certain Business Combination Agreement, dated as of March 22, 2021, by and among JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company, or “JAWS Spitfire,” Legacy Velo3D and Spitfire Merger Sub, Inc., a Delaware corporation, or “Merger Sub,” as amended by Amendment No. 1 to the Business Combination Agreement, dated as of July 20, 2021, or the “Business Combination Agreement,” whereby Merger Sub merged with and into Legacy Velo3D, with Legacy Velo3D surviving the merger as a wholly-owned subsidiary ofthe Company, on September 29, 2021;
“Velo3D,” means Velo3D, Inc., a Delaware corporation (f/k/a JAWS Spitfire Acquisition Corporation, a Cayman Islands exempted company), and its consolidated subsidiary following the closing of the Merger; and
“we,” “us” and “our” or the “Company” refer to Legacy Velo3D prior to the closing of the Merger and to Velo3D following the closing of the Merger.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.