Velo3D, Inc. Form 8-K Summary
Business Context and Reporting Period
Velo3D, Inc. filed this Current Report on Form 8-K on June 9, 2023, regarding events occurring at its June 8, 2023 Annual Meeting of Stockholders. The filing reports stockholder voting results and an amendment to the company’s certificate of incorporation.
Financial and Operating Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, liquidity, or other financial performance metrics.
Material Changes and Stockholder Actions
- Stockholders approved an amendment to the certificate of incorporation permitting the exculpation of certain officers from liability in specified circumstances. The amendment was filed with the Delaware Secretary of State on June 8, 2023.
- Michael Idelchik, Stefan Krause, and Ellen Smith were elected as Class II directors for terms expiring at the 2026 Annual Meeting.
- Stockholders ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2023.
A total of 148,906,471 shares were represented at the Annual Meeting, constituting a quorum.
Voting Results
| Proposal | For | Against or Withheld | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Michael Idelchik election | 112,383,665 | 16,122,273 withheld | Not separately stated | 20,400,533 |
| Stefan Krause election | 128,106,349 | 399,589 withheld | Not separately stated | 20,400,533 |
| Ellen Smith election | 127,256,561 | 1,249,377 withheld | Not separately stated | 20,400,533 |
| Auditor ratification | 148,719,225 | 148,427 | 38,819 | None |
| Officer exculpation amendment | 127,726,011 | 673,792 | 106,135 | 20,400,533 |
Guidance, Risks, Contingencies, and Unusual Items
The filing provides no financial guidance or management outlook. The principal governance-related change is the approval and filing of the officer exculpation amendment. The filing does not describe specific litigation, contingencies, or unusual financial items.
Key Facts for Investors to Verify
- Review Exhibit 3.1 for the full text and scope of the certificate amendment.
- Confirm the elected directors’ terms and committee assignments in subsequent filings.
- Monitor subsequent filings for any effects of the officer exculpation provision on governance or litigation matters.
- Review future periodic reports for financial performance, liquidity, debt, cash runway, and operating outlook, none of which are included in this Form 8-K.