Velo3D (VLD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 24, 2025, to address four key proposals, including two new amendments to the certificate of incorporation.

• Stockholders are encouraged to submit a new proxy to ensure their votes are counted on all proposals, especially the newly added ones.

• The meeting will cover director elections, auditor ratification, a reverse stock split, and allowing stockholder action by written consent.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class I directors for three-year terms expiring in 2028.

• Proposal 2: Ratify Frank, Rimmerman + Co. LLP as independent auditor for 2025.

• Proposal 3: Approve a reverse stock split at a ratio between 1:5 and 1:50, at the board's discretion.

• Proposal 4: Approve amendment to allow stockholders to act by written consent.

• Each proposal requires a majority of outstanding shares for approval; abstentions and broker non-votes count as votes against.

Board of directors and corporate governance

• The board recommends voting in favor of all proposals.

• CEO and Chairman Arun Jeldi controls approximately 88.1% of outstanding shares, giving him majority voting power.