Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As further described below in Item 5.07 of this Current Report on Form 8-K, on June 8, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Velo3D, Inc. (the “Company”), the Company’s stockholders approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s certificate of incorporation to permit the exculpation of certain of the Company’s officers from liability in specific circumstances. On June 8, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment.
A description of the Certificate of Amendment is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 27, 2023 (the “Proxy Statement”) in the section entitled “Proposal No. 3 – Approval of an Amendment to our Certificate of Incorporation to Permit the Exculpation of Certain Officers,” which description is incorporated herein by reference. The description is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on three proposals, each of which is described in more detail in the Proxy Statement. There were 148,906,471 shares common stock present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business.
At the Annual Meeting, the Company’s stockholders voted on the following proposals:
1.To elect three Class II directors of the Company, each to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;
2.Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023; and
3.Approve the Certificate of Amendment to permit the exculpation of certain officers of the Company.
The final results for each of these proposals are as follows:
Proposal 1: Election of Directors.
| | | | | | | | | | | | | | | | | | | | | | | |
Nominee | | Votes For | | Votes Withheld | | | Broker Non-Votes |
Michael Idelchik | | 112,383,665 | | 16,122,273 | | | 20,400,533 |
Stefan Krause | | 128,106,349 | | 399,589 | | | 20,400,533 |
Ellen Smith | | 127,256,561 | | 1,249,377 | | | 20,400,533 |
As a result, the stockholders elected each of Michael Idelchik, Stefan Krause and Ellen Smith as Class II directors to serve until the 2026 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.
| | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | |
148,719,225 | | 148,427 | | 38,819 | |
As a result, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.
Proposal 3: Approval of an Amendment to the Company’s Certificate of Incorporation to Permit the Exculpation of Officers.
| | | | | | | | | | | | | | | | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker Non-Votes |
127,726,011 | | 673,792 | | 106,135 | | 20,400,533 |
As a result, the stockholders approved the Certificate of Amendment to permit the exculpation of certain officers of the Company.