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): October 26, 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
|
Name of each exchange
|
||
| 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 ☒
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 October 26, 2021, Joseph B. Culkin, a director of Velodyne Lidar, Inc. (the “Company”), informed the board of directors of the Company (the “Board”) of his decision to resign as a Class III director, effective upon the appointment of a director to fill Mr. Culkin’s Class III seat on the Board. The resignation is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. On October 27, 2021, Michael Dee resigned as a Class II director and was appointed to fill the vacancy as a Class III director created by Mr. Culkin’s resignation.
On October 27, 2021, the Board appointed Virginia Boulet as a Class II director of the Company. Ms. Boulet is expected to join the Board on November 4, 2021. The Board also appointed Ms. Boulet to the Compensation and Nominating and Governance Committees of the Board.
Ms. Boulet was an adjunct professor of law at Loyola University Law School from 2014 through 2018. From April 2014 until 2019, she was a Managing Director of Legacy Capital, LLC. From 2002 to March 2014, Ms. Boulet was employed as Special Counsel to Adams and Reese, LLP, a law firm. Prior to 2002, Ms. Boulet was a partner at the New Orleans law firms of Phelps Dunbar, LLP for ten years, and Jones Walker for ten years. Ms. Boulet has served on the board of directors of W & T Offshore, Inc., an oil and gas exploration and development company headquartered in Houston, Texas, since March 2005. She is currently the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation and Audit Committees of W&T Offshore, Inc. Ms. Boulet served on the board of directors of Lumen Technologies, Inc., a global telecommunications company, from May 1995 through 2021. In the past, she also served as President and Chief Operating Officer of IMDiversity, Inc., an online recruiting company. Ms. Boulet received a B.A. in History from Yale University, and a J.D., cum laude, from Tulane University Law School.
There are no disclosable family relationships as required by Item 401(d) of Regulation S-K between Ms. Boulet and the Company or its control persons, and there are no disclosable related person transactions between the Company and Ms. Boulet as required by Item 404(a) of Regulation S-K.
In connection with her appointment, Ms. Boulet will enter into the Company’s standard form of indemnification agreement. Ms. Boulet will receive the Company’s standard non-employee director compensation, which includes an initial grant of $150,000 of restricted stock units (measured based on the average closing price of the Company’s common stock for the 30 days immediately prior to her appointment) to non-employee directors serving on the Board, which award will vest over a three-year period.
A copy of the press release announcing the foregoing is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01 |
Financial Statements and Exhibits |
| (d) |
Exhibits: |
|
Exhibit No. |
Description |
|
| 99.1 | Press Release dated November 1, 2021 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL). | |
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: November 1, 2021 | By: |
/s/ Daniel Horwood |
||
| Daniel Horwood | ||||
| Interim General Counsel | ||||
Exhibit 99.1
Velodyne Lidar Announces Appointment of
Corporate Governance Expert Virginia Boulet to Board of Directors
Velodyne Co-Founder and Board Director Dr. Joseph B. Culkin to Retire
SAN JOSE, Calif – November 1, 2021 - Velodyne Lidar, Inc. (NASDAQ: VLDR, VLDRW), today announced that its Board of Directors has appointed corporate governance expert Virginia Boulet to the Board. Ms. Boulet has been appointed to the Board as a Class II director and is expected to join November 4, 2021.
Ms. Boulet currently serves as the Lead Independent Director, the Chair of the Nominating and Corporate Governance Committee and a member of the Compensation and Audit Committees of W&T Offshore, Inc. Ms. Boulet is a corporate governance leader with more than 30 years of experience in corporate and securities law at New Orleans’ three largest firms. She is also a highly qualified director, having served on the board of Lumen Technologies, Inc. from the time when Lumen had less than $1 billion in annual revenues through that company’s growth to a global company with more than $20 billion in annual revenues. Ms. Boulet has been appointed to the Compensation and Nominating and Governance Committees of the Velodyne Board.
“I am excited to welcome Virginia as we continue to build upon our strong, diverse and experienced Board of Directors,” said Michael Dee, Chairman of the Velodyne Lidar Board. “Virginia brings a unique background of exemplary leadership in the field of corporate governance. Her energy and integrity will serve Velodyne’s shareholders well and we look forward to benefiting from her contributions.”
Velodyne also announced today that Dr. Joseph B. “Brad” Culkin has decided to step down as a director of the Company, effective immediately.
Mr. Dee continued, “The Board and I would like to express our deep and heartfelt appreciation for Brad’s wise and tireless leadership of Velodyne Lidar over the past 38 years. As a co-founder, board member and Chairman, Brad’s deep technical expertise was instrumental in building this company into the market leader in lidar, and we will all miss his friendship and counsel. Brad remains one of Velodyne’s biggest supporters as we continue to execute on our strategic growth plan and drive long-term value.”
Dr. Culkin said, “Serving alongside Velodyne’s intelligent and dedicated directors has been one of the most rewarding experiences of my life. I will miss working with them all dearly and am confident that I leave the company in very capable hands.”
About Virginia Boulet
Ms. Boulet was a Managing Director of Legacy Capital, LLC from April 2014 until 2019. From 2014 through 2018, she was an adjunct professor of law at Loyola University Law School. From 2002 to March 2014, Ms. Boulet served as Special Counsel at the law firm of Adams and Reese, LLP. She also served as President and Chief Operating Officer of IMDiversity, Inc. from March 2002 to March 2004. Prior to 2002, Ms. Boulet was a partner at the law firms of Phelps Dunbar, LLP, and Jones Walker. Ms. Boulet received a B.A. from Yale University, and a J.D., cum laude, from Tulane University.
About Velodyne Lidar
Velodyne Lidar (Nasdaq: VLDR, VLDRW) ushered in a new era of autonomous technology with the invention of real-time surround view lidar sensors. Velodyne, the global leader in lidar, is known for its broad portfolio of breakthrough lidar technologies. Velodyne’s revolutionary sensor and software solutions provide flexibility, quality and performance to meet the needs of a wide range of industries, including autonomous vehicles, advanced driver assistance systems (ADAS), robotics, unmanned aerial vehicles (UAV), smart cities and security. Through continuous innovation, Velodyne strives to transform lives and communities by advancing safer mobility for all. For more information, visit www.velodynelidar.com.
Forward Looking Statements
This press release contains “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 including, without limitation, all statements other than historical fact and include, without limitation, statements regarding Velodyne’s target markets, new products, development efforts, and competition. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “can,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Velodyne’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include uncertainties regarding government regulation and adoption of lidar, the uncertain impact of the COVID-19 pandemic on Velodyne’s and its customers’ businesses; Velodyne’s ability to manage growth; Velodyne’s ability to execute its business plan; uncertainties related to the ability of Velodyne’s customers to commercialize their products and the ultimate market acceptance of these products; the rate and degree of market acceptance of Velodyne’s products; the success of other competing lidar and sensor-related products and services that exist or may become available; uncertainties related to Velodyne’s current litigation and potential litigation involving Velodyne or the validity or enforceability of Velodyne’s intellectual property; and general economic and market conditions impacting demand for Velodyne’s products and services. For more information about risks and uncertainties associated with Velodyne’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Velodyne’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. All forward-looking statements in this press release are based on information available to Velodyne as of the date hereof, Velodyne undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Contacts
Investor Relations
InvestorRelations@velodyne.com
Media
Jim Golden / Jack Kelleher / Lyle Weston
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449