Velo3D, Inc.
For the period ended Apr 27, 2026. Filed Apr 27, 2026.
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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 27, 2026 · Filed Apr 27, 2026
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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. |
April 27, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Velo3D, Inc., which will be held virtually atwww.virtualshareholdermeeting.com/VLD2026 on Wednesday, June 10, 2026 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, form of proxy, 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,
Arun Jeldi
Chief Executive Officer
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON WEDNESDAY, JUNE 10, 2026.
The notice of meeting, the proxy statement, form of proxy and annual report to stockholders are available on the internet at the following website: http://ir.Velo3d.com.
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Time and Date: | Wednesday, June 10, 2026 at 1:00 p.m. Pacific Time/4:00 p.m. Eastern Time | |
|---|---|---|
| Place: | Virtually at www.virtualshareholdermeeting.com/VLD2026. There is no physical location for the Annual Meeting. | |
| Items of Business: | 1. | Elect two Class II directors of Velo3D, Inc., each to serve a three-year term expiring at the 2029 annual meeting of stockholders and until such director’s successor is duly elected and qualified. |
| 2. | Ratify the appointment of Frank, Rimerman + Co. LLP as our independent registered public accounting firm for the year ending December 31, 2026. | |
| 3. | Approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers. | |
| 4. | Approve, on an advisory (non-binding) basis, the frequency with which the Company will hold an advisory (non-binding) vote on the compensation of the Company's named executive officers. | |
| 5. | Approve an amendment to the 2021 Equity Incentive Plan to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 2,860,000 shares. | |
| 6. | Transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof. | |
| Record Date: | April 15, 2026, 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 Annual 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/VLD2026. 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 “General Information About the 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 5 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, form of proxy and annual report to stockholders are being distributed and made available on or about April 27, 2026.
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,
Nancy KrystalGeneral Counsel and Secretary
Fremont, California
April 27, 2026
PROXY STATEMENT FOR 2026 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 | 11 |
| NOMINATIONS PROCESS AND DIRECTOR QUALIFICATIONS | 18 |
| PROPOSAL NO. 1 ELECTION OF DIRECTORS | 19 |
| PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 23 |
| PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | 26 |
| PROPOSAL NO. 4 ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY | 27 |
| PROPOSAL NO. 5 APPROVAL OF AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN | 28 |
| REPORT OF THE AUDIT COMMITTEE | 37 |
| EXECUTIVE OFFICERS | 38 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 39 |
| EXECUTIVE COMPENSATION | 41 |
| EQUITY COMPENSATION PLAN INFORMATION | 47 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 53 |
| ADDITIONAL INFORMATION | 55 |
| OTHER MATTERS | 59 |
| ANNEX A | 60 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.