Velo3D (VLD) Proxy Filing summary

Voting matters and shareholder proposals

• Reverse Stock Split Proposal will be approved if a majority of votes cast by stockholders present or represented by proxy are in favor; abstentions, failures to vote, and broker non-votes have no effect on the outcome.

• Directors are elected by plurality; the three nominees with the highest number of "FOR" votes will be elected.

• Ratification of the independent auditor, approval of the reverse stock split, and approval of common stock issuances require more "FOR" than "AGAINST" votes.

Board of directors and corporate governance

• Stockholders may vote "FOR ALL NOMINEES," "WITHHOLD AUTHORITY FOR ALL NOMINEES," or "FOR ALL EXCEPT" specific nominees.

Audit committee and external auditor matters

• Ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024, is subject to stockholder approval.