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
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 two Class II directors for a three-year term expiring at the 2029 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 two nominees standing for election. Stefan Krause, a nominee, is currently serving as a director on our Board. Lily Mei, a nominee, has not previously served as a director on our Board. 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 |
| Stefan Krause | 62 | September 2021 |
| Lily Mei | 56 | NA |
| 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 Frank, Rimerman + Co. LLP as our independent registered public accounting firm for the year ending December 31, 2026. Information regarding fees paid to Frank, Rimerman + Co. during 2025 and 2024 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 | |
| ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION | ||
| We are asking our stockholders to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this Proxy Statement. | ||
| PROPOSAL NO. 4 | BOARD’S RECOMMENDATION“FOR 1 Year” |
|---|---|
| ADVISORY VOTE ON FREQUENCY OF SAY-ON-PAY | |
| We are asking our stockholders to indicate, on an advisory (non-binding) basis, whether the advisory vote to approve named executive officer compensation should be held every one year, two years, or three years. | |
| PROPOSAL NO. 5 | BOARD’S RECOMMENDATION“FOR” this Proposal |
| APPROVAL OF AMENDMENT TO THE 2021 EQUITY INCENTIVE PLAN | |
| We are asking our stockholders to 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. The additional shares are in addition to the existing annual evergreen increases under the plan. | |
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 (3 out of 5 current directors)
All committees of the board of directors are composed of independent directors
Board of directors is focused on enhancing the varied experience of members of the Board and Board refreshment
Comprehensive risk oversight practices, including cybersecurity, data privacy, legal and regulatory matters, and other critical evolving areas
Our nominating and 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
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 context 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 by that 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 of the 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.
PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS
April 27, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.