Velo3D (VLD) Proxy Filing summary

Executive summary

• The annual meeting was rescheduled to June 27, 2025, to allow shareholders more time to review two new proposals: a reverse stock split and an amendment to permit shareholder action by written consent.

• Shareholders will vote on four proposals: electing two Class I directors, ratifying the auditor, approving a reverse stock split, and amending the certificate to allow written consent.

• The reverse stock split aims to increase the share price to meet national exchange listing requirements and provide more authorized shares for future issuance.

• The written consent amendment is intended to provide flexibility and efficiency in shareholder actions.

Voting matters and shareholder proposals

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

• Proposal 2: Ratify Frank, Rimerman + 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: Amend the certificate to allow shareholder action by written consent.

• Each proposal requires approval by a majority of outstanding shares; 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.

• The board may abandon the amendments even after shareholder approval if deemed not in the company's best interest.