{"url_path":"/sec/velo/8-k/2026-06-15/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-15","source_url":"https://www.sec.gov/Archives/edgar/data/1825079/0001193125-26-271070-index.html","accession_number":"0001193125-26-271070","cik":"0001825079","ticker":"VELO","issuer_name":"Velo3D, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1825079/0001193125-26-271070-index.html","primary_entity_key":"0001825079","primary_entity_name":"Velo3D, Inc."},"word_count":559,"has_tables":true,"body_markdown":"Item 5.07 Submission of Matters to a Vote of Security Holders.\n\n \n\nAt the Annual Meeting, the stockholders of the Company voted on five proposals, each of which is described in more detail in the Proxy Statement. There were 16,635,533 shares of the Company’s common stock, par value $0.00001 per share, present at the Annual Meeting, online or by proxy, which constituted a quorum for the transaction of business.\n\n \n\nAt the Annual Meeting, the Company’s stockholders voted on the following proposals:\n\n \n\n1.\nTo elect two Class II directors of the Company, each to serve a three-year term expiring at the 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified;\n\n \n\n2.\nTo ratify the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026;\n\n \n\n3.\nTo approve, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers;\n\n \n\n4.\nTo approve, on an advisory (non-binding) basis, the frequency with which the Company will hold an advisory (non-binding) vote on the compensation of the Company’s named executive officers; and\n\n \n\n5.\nTo approve an amendment to the 2021 Equity Incentive Plan to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 2,860,000 shares.\n\n \n\nThe final results for each of these proposals are as follows:\n\n \n\nProposal 1: Election of Directors.\n\n \n\nNominee\n\n \n\nVotes For\n\n \n\nVotes Withheld\n\n \n\nBroker Non-Votes\n\nStefan Krause\n\n \n\n11,131,428\n\n \n\n408,716\n\n \n\n5,095,389\n\nLily Mei\n\n \n\n11,506,254\n\n \n\n33,890\n\n \n\n5,095,389\n\n \n\nAs a result, the stockholders elected each of Stefan Krause and Lily Mei as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until such director’s successor is duly elected and qualified.\n\n \n\nProposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm.\n\n \n\nVotes For\n\n \n\nVotes Against\n\n \n\nAbstentions\n\n16,468,881\n\n \n\n78,992\n\n \n\n87,660\n\n \n\nAs a result, the stockholders ratified the appointment of Frank, Rimerman + Co. LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this matter.\n\n \n\nProposal 3: Advisory Vote to Approve Named Executive Officer Compensation.\n\n \n\n \n\n \n\nVotes For\n\n \n\nVotes Against\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n11,417,043\n\n \n\n96,435\n\n \n\n26,666\n\n \n\n5,095,389\n\n \n\nAs a result, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement.\n\n \n\nProposal 4: Advisory Vote on Frequency of Say-On-Pay.\n\n \n\n1 Year\n\n \n\n2 Years\n\n \n\n3 Years\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n11,413,423\n\n \n\n54,511\n\n \n\n49,161\n\n \n\n23,049\n\n \n\n5,095,389\n\n \n\nAs a result, the stockholders approved, on an advisory (non-binding) basis, the preferred frequency of one year for future advisory votes on the Company’s executive compensation.\n\n \n\nIn accordance with the recommendation of the board of directors of the Company and the voting results on this advisory proposal, the Company has decided that it will hold an advisory stockholder vote on the Company’s executive compensation each year until the next required advisory vote on the frequency of an executive compensation vote, which will occur no later than the Company’s 2032 Annual Meeting of Stockholders.\n\n \n\nProposal 5: Approval of an Amendment to the 2021 Equity Incentive Plan.\n\n \n\n \n\nVotes For\n\n \n\nVotes Against\n\n \n\nAbstentions\n\n \n\nBroker Non-Votes\n\n10,856,373\n\n \n\n636,722\n\n \n\n47,049\n\n \n\n5,095,389\n\n \n\nAs a result, the stockholders approved the amendment to the 2021 Equity Incentive Plan to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 2,860,000 shares."}