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 2025

Jun 27, 2025

Hull Xu
CFO, Velo3D

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

Arun Jeldi
CEO, Velo3D

Thank you, Operator. Good afternoon, ladies and gentlemen. I am Arun Jeldi, Chief Executive Officer of Velo3D. It's my pleasure, on behalf of the company and our board of directors, to welcome you to the annual meeting of Velo3D. Stockholders, thank you for joining us today. Today, stockholders are attending the virtual stockholder meeting via web portal. We will conduct the business portion of our annual meeting and then hold an open session to answer questions afterwards. In keeping 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 Friday, June 27, 2024. This meeting is now officially called to order. Introduction of the board of directors, management, and others. I am joined today by Hull Xu, Velo3D's Chief Financial Officer, and Nancy Kristol, who will serve as Secretary of the Meeting.

We also have, by remote access, Cynthia Kopek from Broadridge, who has been appointed as the Inspector of Elections for this meeting and will tabulate results of the voting. Ms. Kopek has executed the oath of Inspector of Elections, which will be incorporated into the minutes of this meeting. Tyra Wilcox of Frank Rimerman & Co, 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, Ms. Kristol will conduct the votes of the stockholders for the proposals to be considered today. After adjournment, we will answer appropriate questions during the time allocated for the questions and answer period. Nancy?

Nancy Krystal
Secretary of the Meeting, Velo3D

Thank you, Arun. Again, welcome to everyone who is participating today. April 29, 2025, 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 commencing on April 30, 2025, 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 desires to revoke a proxy and vote 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 200,729,097 of 210,232,762 shares of common stock outstanding on the record date, which represents 95% of the total number 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 turn the meeting to Hull to review the agenda and voting procedures. Hull?

Hull Xu
CFO, Velo3D

I will now review the four proposals on which the stockholders may vote. Proposal number one is the election of two Class 1 directors, Adrian Kepler and Jason Lloyd, each to serve a three-year term expiring at the 2028 annual meeting of stockholders and until such director's successor is duly elected and qualified. Proposal number two is the ratification of the appointment of Frank Rimerman & Co, LLP, as our independent registered public accounting firm for the year ending December 31, 2025. 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 an amendment to the company's certificate of incorporation as amended to allow stockholders to act by written consent. 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 two Class 1 directors.

The board of directors has nominated each of Adrian Kepler and Jason Lloyd to be elected as Class 1 directors of the company, each to serve until our annual meeting of stockholders to be held in 2028, 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 Frank Rimerman & Co, LLP, as our independent registered public accounting firm for the year ending December 31, 2025.

Our board of directors recommends a vote for the ratification of the appointment of Frank Rimerman & Co, 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 shareholders. 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 amendment to the company's certificate of incorporation as amended to allow stockholders to act by written consent. Our board of directors recommends a vote for the approval of the proposal.

It is now approximately 1:09 P.M. on June 27, 2025, and because no further business is scheduled to come before the stockholders, the polls are now open. Any stockholders who have not yet voted or wish 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 the proxies or voted via telephone or internet and do not wish to change their vote do not need to take any 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, that in the following question and answer period, the company filed the documents from time to time with the Securities and Exchange Commission, specifically the company's annual report from Form 10-K for the year ended December 31, 2024, and the company's quarterly report on Form 10-Q for the quarter ended March 31, 2025, which described important factors and includes a discussion of risks, which you should understand, and that could cause actual results to differ materially from those expressed in 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 1:11 P.M. Pacific Time on June 27, 2025, and I declare the polls closed.

Nancy Krystal
Secretary of the Meeting, Velo3D

Thanks, Hull. I now have the preliminary report of the Inspector 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 Adrian Kepler and Jason Lloyd 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 Frank Rimerman & Co, LLP, as our independent registered public accounting firm for the year ending December 31, 2025, 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, proposal number four, the amendment to our certificate of incorporation as amended to allow stockholders to act by written consent, 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 a Form 8-K to be filed within four business days. With the voting on the proposals concluded, I turn the meeting back to Arun, who may draw this meeting to close as Chair of the meeting.

Arun Jeldi
CEO, Velo3D

Thank you, Nancy and Hull. The 2025 annual meeting of stockholders of Velo3D is now adjourned at 1:13 P.M. PST. With that, I thank everyone for their participation and support, and I invite questions of the team from our stockholders through the web portal. We will answer appropriate business-related questions as time allows.

Operator

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

Arun Jeldi
CEO, Velo3D

There have been no more questions. We thank you all very much for attending this year's meeting of stockholders.

Operator

The meeting has now concluded. Thank you for joining and have a pleasant day.

The host has ended the.

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