DEF: Velo3D, Inc. Announces 2025 Annual Meeting of Stockholders

Sentiment:

Proxy Statement 30 April 2025 9:01 AM

Velo3D, Inc. will hold its 2025 Annual Meeting of Stockholders virtually on June 24, 2025, to elect directors and ratify the appointment of its independent registered public accounting firm.

Summary

Velo3D, Inc. is holding its 2025 Annual Meeting of Stockholders virtually on June 24, 2025.
The meeting will include the election of two Class I directors for a three-year term expiring in 2028.
Stockholders will also vote to ratify the appointment of Frank, Rimmerman + Co. LLP as the independent registered public accounting firm for the year ending December 31, 2025.
The record date for determining stockholders eligible to vote is April 29, 2025.
The proxy materials are available online, and stockholders are encouraged to vote via the Internet, telephone, or mail.

Sentiment

Score: 6

Explanation: The document is primarily informational, outlining the details of the upcoming annual meeting. While there are mentions of past financial difficulties and internal control weaknesses, the overall tone is neutral and focused on corporate governance and compliance.

Positives

The company is committed to good corporate governance practices.
A majority of the directors are independent.
All committees of the board are composed of independent directors.
The company has comprehensive risk oversight practices.
The company offers competitive benefits and total compensation packages to attract, retain, and motivate employees.

Negatives

PricewaterhouseCoopers LLP's report for the fiscal year ended December 31, 2024, contained an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern as a result of recurring losses.
The company identified material weaknesses in its internal control over financial reporting.

Risks

The company's forward-looking statements involve a number of risks and uncertainties that may cause actual results to differ materially.
The company's risk factors are described in its Annual Report on Form 10-K for the year ended December 31, 2024.

Future Outlook

The document contains forward-looking statements regarding the company's expectations, hopes, beliefs, intentions, or strategies regarding the future, which are subject to risks and uncertainties.

Management Comments

Arun Jeldi, Chief Executive Officer, invites stockholders to attend the 2025 Annual Meeting.
The company believes that a virtual stockholder meeting provides greater access, lowers costs, and enables participation from the global community.
The virtual meeting format helps the company engage with all stockholders, saves time and money, and reduces environmental impact.

Industry Context

The document does not provide specific details on how this announcement relates to broader industry trends or competitors, but it does mention the company's involvement in additive manufacturing for the aerospace and defense industries.

Comparison to Industry Standards

The document does not provide specific comparisons to industry standards or benchmarks.
It does mention that the company reviews its compensation and benefit policies and programs regularly through industry benchmarks.

Management Changes

Role	Previous Person	New Person	Effective Date	Reason
Chief Executive Officer	Bradley Kreger	Arun Jeldi	December 24, 2024	Appointment
Chief Operating Officer	NA	Bradley Kreger	December 24, 2024	Appointment
Chief Financial Officer	Bernard Chung	Hull Xu	April 24, 2024	Appointment
Class I Director	NA	Jason Lloyd	April 24, 2025	Appointment

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Adoption of Corporate Governance Guidelines	The Board has adopted Corporate Governance Guidelines that set forth expectations for directors, director independence standards, board committee structure and functions, and other policies for the governance of our company.	N/A	Strengthens the accountability of the board of directors and promotes the long-term interests of our stockholders.
Adoption of Insider Trading Policy	We have adopted an Insider Trading Policy that applies to all of our employees, contractors, consultants, directors, and officers, including our Chief Executive Officer and other executive officers, which prohibits such individuals from engaging in hedging or monetization transactions involving our securities.	N/A	Ensures compliance with securities laws and prevents insider trading.
Adoption of Compensation Recovery Policy	We have adopted a Compensation Recovery Policy. The Compensation Recovery Policy requires us to recover certain incentive-based compensation paid or granted to our officers, and such additional employees as may be identified from time to time, in the event we are required to prepare an accounting restatement due to our material noncompliance with any financial reporting requirement under the securities laws.	N/A	Enhances accountability and ensures that executives are not rewarded for inaccurate financial reporting.
Adoption of a written related person transaction policy	Our Board has adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions.	N/A	Ensures transparency and fairness in transactions involving related parties.

Related Party Transactions

On December 24, 2024, the Company and Arrayed Notes Acquisition Corp. entered into a debt for equity exchange transaction where the Company issued 185,151,333 shares of the Company's common stock in exchange for the cancellation of $22.4 million in principal amount of the Company's Secured Notes plus $0.4 million of accrued interest on the Notes.
On January 7, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $5,000,000 to Thieneman Properties, LLC.
On February 10, 2025, the Company issued a Senior Secured Convertible Promissory Note in the principal amount of $10,000,000 to Thieneman Construction, Inc.

Stakeholder Impact

The election of directors and ratification of the accounting firm directly impact shareholders' representation and financial oversight.
The company's commitment to good corporate governance and ethical conduct benefits all stakeholders, including employees, customers, and suppliers.
The company's human capital resources objectives include identifying, recruiting, and hiring qualified talent, which benefits employees.

Next Steps

Stockholders are encouraged to vote on the proposals outlined in the proxy statement.
The company will announce the preliminary voting results at the Annual Meeting and file the final results with the SEC.

Key Dates

Date	Description
March 22, 2021	Date of the Business Combination Agreement by and among JAWS Spitfire Acquisition Corporation, Legacy Velo3D and Spitfire Merger Sub, Inc.
July 20, 2021	Date of Amendment No. 1 to the Business Combination Agreement
September 29, 2021	Closing of the Merger
December 31, 2024	End of fiscal year for annual report on Form 10-K.
April 29, 2025	Record Date for the Annual Meeting.
April 30, 2025	Distribution date of the Notice of Annual Meeting, proxy statement, and annual report.
June 23, 2025	Deadline for submitting votes by telephone or through the Internet.
June 24, 2025	Date of the 2025 Annual Meeting of Stockholders.
December 31, 2025	End of fiscal year for which Frank, Rimerman + Co. LLP is being considered as the independent registered public accounting firm.
February 24, 2026	Earliest date for stockholder notice for the 2026 Annual Meeting.
March 26, 2026	Latest date for stockholder notice for the 2026 Annual Meeting.
June 24, 2026	One-year anniversary of the 2025 Annual Meeting.
2028	Expiration of the term for the Class I directors elected at the 2025 Annual Meeting.

Keywords

Annual Meeting, Proxy Statement, Directors, Stockholders, Corporate Governance, Frank, Rimmerman + Co. LLP, Velo3D

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.