UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 2, 2021
VELODYNE LIDAR, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38703 | 83-1138508 |
|
(State or other jurisdiction
of incorporation) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 5521 Hellyer Avenue | |
| San Jose, California | 95138 |
| (Address of principal executive offices) | (zip code) |
Registrant’s telephone number, including area code: (669) 275-2251
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol |
Name of each exchange
on which registered |
||
| Common Stock, $0.0001 par value | VLDR | The Nasdaq Stock Market LLC | ||
| Warrants, each exercisable for three-quarters of one share of common stock | VLDRW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On March 2, 2021, David Hall, a director of Velodyne Lidar, Inc. (the “Company”), informed the board of directors of the Company (the “Board”) of his voluntary decision to resign as a Class III director, effective immediately. As previously disclosed, on January 7, 2021, David Hall resigned from his role as Executive Chairman of the Board.
On February 22, 2021, the Company announced the completion of an investigation by the independent Audit Committee of the Board, which concluded that David Hall and Marta Hall each behaved inappropriately with regard to Board and Company processes, and failed to operate with respect, honesty, integrity, and candor in their dealings with Company officers and directors. Accordingly, the Board approved remedial actions including the removal of David Hall as Chairman of the Board and the termination of Marta Hall as an employee of the Company. David Hall and Marta Hall, in public statements and in an amendment to a Schedule 13D filed on March 4, 2021, disagreed with the conclusions of the investigation and the actions of the Board based on the investigation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| VELODYNE LIDAR, INC. | ||
| DATE: March 4, 2021 | By: | /s/ Michael Vella |
| Michael Vella | ||
| General Counsel | ||