Velo3D, Inc. (VELO)
NASDAQ: VELO · Real-Time Price · USD
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May 4, 2026, 11:40 AM EDT - Market open
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AGM 2024

Jun 10, 2024

Operator

Thank you all. At this time, I would like to hand the call over to Mr. Brad Kreger, Chief Executive Officer of Velo3D and Chair of this meeting. Mr. Kreger.

Brad Kreger
CEO, Velo3D

Thank you, Operator. Good afternoon, ladies and gentlemen. I'm Brad Kreger, Chief Executive Officer of Velo3D. It's my pleasure on behalf of the company and our Board of Directors to welcome you to our annual meeting of Velo3D stockholders. Thank you for joining us today. Today, stockholders will be attending the virtual stockholder meeting via web portal. We will conduct the business portion of our annual meeting, then hold an open session to answer questions afterwards. In keeping with the virtual business approach to this year's meeting, for the record, I note that this meeting began at 1:00 P.M. Pacific Time on Monday, June 10th, 2024. This meeting is now officially called to order. I am joined today by Hull Xu, Velo3D's Chief Financial Officer, who will serve as Secretary of this meeting.

We also have, by remote access, [Cynthia Kopek] of Broadridge, who has been appointed as the Inspector of Elections for this meeting and will tabulate the results of the voting. Ms. Kopek has executed the oath of the Inspector of Elections, which will be incorporated into the minutes of this meeting. Travis Salha of PricewaterhouseCoopers LLP, our independent registered public accounting firm. We are also joined by other members of Velo3D's Board of Directors and Management Team. Thanks to everyone for joining. Now that we are all present, Mr. Xu will conduct the votes of the stockholders for the proposals to be considered today. After adjournment, we will answer appropriate questions during the time allotted for question and answer period. Hull?

Hull Xu
CFO, Velo3D

Thank you, Brad. And again, welcome to everyone who is participating today. April 15, 2024, was fixed by the Board of Directors as the record date for the proposals to be voted on at this meeting. Only holders of record of Velo3D's common stock as of the close of business on the record date are entitled to vote at this meeting. I have an affidavit from Broadridge Financial Solutions, Inc., attesting that a notice of internet availability of proxy materials was mailed on or about April 29, 2024, to each holder of common stock of Velo3D as of the close of business on the record date. The affidavit of mailing of the notice will be attached to the minutes of this meeting.

If any stockholder present has not returned a proxy or desired to revoke a proxy and votes today, that stockholder should sign in at www.proxyvote.com and vote now so that a final tally of the number of shares present can be calculated. Voting is by proxy and electronic ballot. Stockholders who have sent in proxies or previously voted via the internet or by phone and who do not wish to change their vote do not need to take further action. I have been informed by the Inspector of Elections that proxies have been received for 204,533,877 of the 296,145,070 shares of common stock outstanding on the record date, which represents 69% of the total numbers of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.

I will now review the four proposals on which the stockholders may vote. Proposal number one is the election of three Class three directors, each to serve a three-year term, which will expire at the 2027 annual meeting of stockholders. Proposal number two is the ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the year ending December 31st, 2024. Proposal number three is the approval of an amendment to our certificate of incorporation as amended to effect a reverse stock split of our outstanding shares of common stock at a ratio ranging from 1-for-5 to 1-for-50, with the exact ratio to be determined by our Board of Directors without further approval or authorization of our stockholders.

Proposal number four is the approval of the issuance of the shares of common stock issuable pursuant to our secured notes and additional secured convertible notes as described in the proxy statement in order to comply with Section 312.03(c) of the New York Stock Exchange Listed Company Manual. Again, if you have previously returned a proxy or voted by phone or through the internet and do not wish to revoke your proxy or change your vote, then you do not need to vote at this meeting. Your vote has already been included in the proxy count. If you did not return a proxy or wish to change your vote, please vote now by clicking the vote button on the webcast portal and follow the instructions there. Proposal number one is the election of three Class three directors.

The Board of Directors has nominated each of Bradley Kreger, Gabrielle Toledano, and Matthew Walters to be elected as Class three directors of the company, each to serve until our annual meeting of stockholders to be held in 2027 and until his or her successor is duly elected and qualified or until his or her earlier death, resignation, disqualification, or removal. No other director nominees have been properly submitted for election pursuant to our amended and restated bylaws or the rules of the Securities and Exchange Commission. Therefore, no other nominations may be accepted. Our Board of Directors recommends a vote for the election of each of the nominated directors. The second item of business is to vote on proposal number two, the ratification of the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the year ending December 31st, 2024.

Our Board of Directors recommends a vote for the ratification of the appointment of PricewaterhouseCoopers LLP. Proposal number three is the approval of an amendment to our certificate of incorporation as amended to effect a reverse stock split of our outstanding shares of common stock at a ratio ranging from 1-for-5 to 1-for-50, with the exact ratio to be determined by our Board of Directors without further approval or authorization of our stockholders. We will also refer to this proposal as the reverse stock split proposal. Our Board of Directors recommends a vote for the approval of the reverse stock split proposal. Proposal number four is the approval of the issuance of the shares of common stock issuable pursuant to our secured notes and additional secured convertible notes. Our Board of Directors recommends a vote for the approval of the issuance of such common shares.

It is now approximately 1:06 P.M. Pacific Daylight Time on June 10th, 2024, and because no further business is scheduled to come before the stockholders, the polls are now open. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote do not need to take any further action.

As we pause to give stockholders a chance to vote or change their vote, I would like to remind everyone that during the course of this annual meeting of stockholders and in the following question and answer period, the company files documents from time to time with the Securities and Exchange Commission, specifically the company's annual report on Form 10-K for the year ended December 31st, 2023, and the company's quarterly report on Form 10-Q for the quarter ended March 31st, 2024, which describe important factors that include a discussion of risks which you should understand that could cause actual results to differ materially from those expressed or implied in our forward-looking statements. Copies of our 10-K and 10-Q can be found online at our website, www.ir.velo3d.com. Now that everyone has had the opportunity to vote, it is now approximately 1:10 P.M.

Pacific Daylight Time on June 10th, 2024, and I declare the polls closed. I now have the preliminary report of the Inspectors of Elections. The report of the Inspector of Elections covering the proposals presented at this meeting is as follows. Based on the results tabulated in the preliminary report with respect to proposal number one, each of Bradley Kreger, Gabrielle Toledano, and Matthew Walters has been elected to the Board of Directors. Based on the results tabulated in the preliminary report with respect to proposal number two, the appointment of PricewaterhouseCoopers LLP, as our independent registered public accounting firm for the year ending December 31st, 2024, has been ratified. Based on the results tabulated in the preliminary report with respect to proposal number three, the amendment to our certificate of incorporation as amended to effect a reverse stock split has been approved.

Based on the results tabulated in the preliminary report, the issuance of the shares of common stock issuable pursuant to our secured notes and additional secured convertible notes has been approved. The final report of the Inspector of Elections will be recorded and included in the minutes of this meeting. We will also be reporting the final voting results in the Form 8-K to be filed within four business days. With the voting on proposals concluded, I turn the meeting back to Brad, who may draw this meeting to a close as Chairperson of the meeting.

Brad Kreger
CEO, Velo3D

Thank you, Hull. The 2024 annual meeting of stockholders of Velo3D is now adjourned at 1:12 P.M. With that, I would like to thank everyone for their participation and support and invite questions of the team from stockholders through the web portal. We will answer appropriate business-related questions as time allows.

Speaker 4

Thanks, Brad. There are no questions in the queue right now.

Brad Kreger
CEO, Velo3D

All right. Thank you. There being no questions, we thank you all very much for attending this year's meeting of stock.

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