DEF: Velo3D Sets 2026 Annual Meeting Date, Proposes Director Elections and Equity Plan Amendment

Velo3D, Inc. has announced its 2026 Annual Meeting of Stockholders, scheduled for June 10, 2026, to elect directors, ratify auditors, and vote on executive compensation and an amendment to its 2021 Equity Incentive Plan.

Summary

• Velo3D, Inc. is holding its 2026 Annual Meeting of Stockholders virtually on June 10, 2026.
• Key proposals include the election of two Class II directors, ratification of Frank, Rimerman + Co. LLP as the independent registered public accounting firm for 2026, an advisory vote on executive compensation, an advisory vote on the frequency of executive compensation votes, and an amendment to the 2021 Equity Incentive Plan to increase authorized shares by 2,860,000.
• The company is encouraging stockholders to vote by Internet, telephone, or mail prior to the meeting.
• The Record Date for determining stockholders entitled to vote is April 15, 2026.
• The meeting will be conducted virtually at www.virtualshareholdermeeting.com/VLD2026.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this filing as neutral, as it primarily concerns routine corporate governance matters and future equity compensation plans, rather than immediate financial performance or significant strategic shifts.

Positives

• The company is holding a virtual annual meeting, which it believes provides greater access and lowers costs.
• The board is committed to good corporate governance, with a majority of independent directors and independent board committees.
• The company has adopted an Insider Trading Policy and a Compensation Recovery Policy.
• The proposed amendment to the 2021 Equity Incentive Plan aims to support hiring, retention, and incentive programs, and includes a provision prohibiting repricing of options without stockholder approval.
• The company has a strong team of employees and a good relationship with them, with no work stoppages experienced.

Negatives

• The company identified material weaknesses in its internal control over financial reporting in the past, including issues with control environment, segregation of duties, accounting for debt and equity instruments, inventory, contract assets/liabilities, financial statement preparation, and IT general controls.
• The company's independent registered public accounting firm's report for the year ended December 31, 2024, contained an explanatory paragraph expressing substantial doubt as to the Company's ability to continue as a going concern due to recurring losses.
• As of April 15, 2026, no shares remain available for future grants under the 2021 Equity Incentive Plan, necessitating the proposed amendment.
• Several directors and officers have had late Section 16(a) filings.
• The company has engaged in significant related party transactions, including debt for equity exchanges and promissory notes issued to entities associated with directors.

Risks

• The company's ability to continue as a going concern was previously in doubt due to recurring losses.
• Material weaknesses in internal control over financial reporting have been identified.
• The company relies on equity compensation to attract and retain talent, and the proposed increase in shares is necessary to meet future needs.
• The company has a history of late Section 16(a) filings by directors and officers.
• The company has engaged in significant related party transactions, which can present potential conflicts of interest.

Future Outlook

The company is seeking stockholder approval to amend its 2021 Equity Incentive Plan to increase the number of authorized shares, which is intended to provide capacity for approximately two years of expected equity grant activity, supporting anticipated hiring and retention needs. The company also plans a one-time performance-based stock option award to the CEO, contingent on stockholder approval of the plan amendment.

Management Comments

• "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."
• "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."
• "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."
• "We believe Mr. Jeldis significant executive experience in additive manufacturing and in providing design and manufacturing services to the aerospace and defense industries makes him well-qualified to serve as the Chairman of our Board."
• "The Company's executive compensation program is designed to align pay with performance, support the attraction and retention of key talent, and promote long-term stockholder value creation."

Industry Context

StockSavvy.ai notes that Velo3D's focus on increasing its equity incentive pool reflects common practices in the advanced manufacturing and technology sectors, where equity is a critical tool for attracting and retaining specialized talent amidst competitive market conditions. The proposed amendment to the 2021 Equity Incentive Plan is a strategic move to ensure continued competitiveness in talent acquisition and retention.

Comparison to Industry Standards

• The proposed increase in the 2021 Equity Incentive Plan shares by 2,860,000 is intended to provide capacity for approximately two years of expected equity grant activity. This aligns with industry practices where companies, especially in growth phases, utilize equity to attract and retain talent.
• The company's non-employee director compensation includes an annual cash retainer of $50,000 and an annual grant of restricted stock units (RSUs) with a grant-date value of $200,000. This is generally in line with compensation structures for non-employee directors at comparable public technology companies.
• The proposed performance-based stock option award to the CEO, Mr. Jeldi, is designed to vest based on market capitalization milestones ($1 billion, $3 billion, $5 billion, $10 billion). This type of performance-linked equity award is a standard practice for aligning executive incentives with long-term shareholder value creation in the technology industry.
• The company's compensation philosophy emphasizes equity-based compensation as a core component, which is a common strategy among growth-stage technology companies to conserve cash and align employees with long-term value.

Management Changes

Corporate Governance

Related Party Transactions

• On December 24, 2024, Velo3D engaged in a debt-for-equity exchange with Arrayed Notes Acquisition Corp. (an entity 100% owned by CEO Arun Jeldi), canceling $22.4 million in principal and $0.4 million in accrued interest on Secured Notes in exchange for shares of common stock. Arrayed Acquisition became the owner of approximately 95% of the company's stock.
• On January 7, 2025, Velo3D issued a $5,000,000 Senior Secured Convertible Promissory Note to Thieneman Properties, LLC (in which director Kenneth Thieneman holds a 30% interest). An interest payment of $750,000 was made on April 7, 2025.
• On February 10, 2025, Velo3D issued a $10,000,000 Senior Secured Convertible Promissory Note to Thieneman Construction, Inc. (in which director Kenneth Thieneman holds an 87.4% interest).
• On August 14, 2025, the January Note and February Note maturity dates were extended to February 14, 2027, and interest rates were reduced to 12%, with adjusted conversion prices.
• On March 4, 2026, the January Note was fully converted into shares of common stock by Arrayed Acquisition, and the February Note was fully converted into shares of common stock by Thieneman Construction, Inc.
• In December 2025, Velo3D entered into a sale-leaseback transaction with Varilease Finance, Inc. for $10 million. Thieneman Construction, Inc. (87.4% owned by director Kenneth Thieneman) served as a co-lessee, jointly and severally liable for lease obligations.
• Thieneman Properties, LLC and Thieneman Construction, Inc. entered into Debt Subordination Agreements with Varilease Finance, Inc. in December 2025.

Stakeholder Impact

• Shareholders: The proposed increase in the equity incentive plan shares could lead to dilution, but is intended to support long-term growth and value creation. The election of directors and advisory votes on compensation will impact corporate governance and executive alignment.
• Employees: The equity incentive plan amendment is crucial for attracting and retaining talent, potentially impacting morale and retention rates.
• Management: Executive compensation is a key focus, with proposals for advisory votes and potential adjustments to CEO compensation and awards.
• Creditors: The company has recently repaid outstanding Secured Notes, indicating a move to reduce debt obligations.

Next Steps

• Stockholders are urged to vote on the proposals presented at the Annual Meeting.
• The company will hold its 2026 Annual Meeting of Stockholders on June 10, 2026.
• If Proposal No. 5 is approved, the Compensation Committee expects to make the performance-based stock option award to Mr. Jeldi under the 2021 Equity Incentive Plan.
• Final voting results will be filed with the SEC on Form 8-K within four business days of the Annual Meeting.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting, focusing on corporate governance, director elections, and equity compensation plans. It does not contain new financial performance data or significant strategic shifts that would warrant a buy or sell recommendation. The company's past financial struggles and identified internal control weaknesses suggest a cautious approach, making 'hold' appropriate pending further operational and financial developments.

Keywords

Velo3D, Annual Meeting, Proxy Statement, DEF 14A, Stockholders, Directors, Executive Compensation, Equity Incentive Plan, Frank Rimerman, Audit Committee, Corporate Governance