Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.
Appointment of Ellen Pawlikowski as Director
On March 1, 2022, the Board of Directors (the "Board") of Velo3D, Inc. (the
"Company" or "we," "us" and "our"), upon the recommendation of the Nominating
and Governance Committee of the Board (the "Governance Committee"), appointed
Ellen Pawlikowski to serve as a member of the Board to fill one of the vacancies
created by the resignations described below. The Board also appointed Gen.
Pawlikowski to serve on the Governance Committee. These appointments will be
effective on March 15, 2022. Gen. Pawlikowski will serve as a Class I director
with an initial term expiring at the Company's 2022 annual meeting of
stockholders.
Ellen Pawlikowski is a retired four-star general of the U.S. Air Force, who
retired in September 2018. She last served as Commander of U.S. Air Force
Materiel Command, Wright-Patterson Air Force Base, Ohio. Her 40-year career in
the U.S. Air Force spanned a wide variety of technical management, leadership
and staff positions, including command at the wing and center levels. She is
currently an independent consultant and serves on the board of directors of the
Raytheon Technologies Corporation, a multinational aerospace and defense
conglomerate. Previously, she served on the board of directors of Raytheon
Company from 2018 to 2020 and Intelsat S.A., an international satellite services
provider, from 2019 to 2022. Gen. Pawlikowski also serves as a director to
Applied Research Associate, an employee-owned corporation, the non-profit board
of SRI International, and is an outside manager on the board of CEM Defense
Materials, as well as the Judge Widney Professor of Systems Architecting and
Engineering at the University of Southern California. She holds a B.S. in
Chemical Engineering from the New Jersey Institute of Technology and a Ph.D. in
Chemical Engineering from the University of California, Berkeley. The Board
appointed Gen. Pawlikowski because of her extensive experience in experience in
the aerospace industry, senior leadership, and established leadership in the
U.S. science and technology community.
Gen. Pawlikowski has no arrangements or understandings pursuant to which she was
appointed a director and she does not have any transactions reportable under
Item 404(a) of Regulation S-K.
Gen. Pawlikowski will be compensated in accordance with the Company's standard
compensation policy, as may be amended from time to time, for its non-employee
directors, which is generally described under the heading
"Management-Non-Employee Director Compensation Following the Business
Combination" in the Company's registration statement on Form S-1 (File No.
333-260415) filed with the Securities and Exchange Commission ("SEC") on October
21, 2021. Gen. Pawlikowski will also enter into our standard indemnification
agreement, a form of which was previously filed with the SEC as Exhibit 10.18 to
the Company's Form 8-K (File No. 001-39757) on October 5, 2021.
Resignations of Ricardo Angel, Jory Bell, David Cowan and Sven Strohband as
Directors
On March 1, 2022, the Board received letters from each of Ricardo Angel, Jory
Bell, David Cowan and Sven Strohband resigning as a directors of the Company and
as members of Board committees on which they serve. Each of Mr. Angel, Mr. Bell,
Mr. Cowan and Mr. Strohband's resignations will be effective on March 15, 2022.
There are no disagreements between any of Mr. Angel, Mr. Bell, Mr. Cowan or Mr.
Strohband, on the one hand, and the Company or the Board, on the other hand.
In connection with the appointment and these resignations, on March 1, 2022, the
Board approved a decrease in the authorized size of the Board from 12 directors
to nine directors, effective as of March 15, 2022.
Director Classification Changes
Pursuant to our Restated Certificate of Incorporation and consistent with the
provisions of Delaware General Corporation Law related to staggered boards, the
members of the Board are elected to serve staggered terms and are divided into
three classes, with the term of office of one class of directors expiring at
each annual meeting of the stockholders and the number of directors in each
class divided as nearly equal as possible. Effective upon the appointment of
Gen. Pawlikowski as a Class I director and the resignations of each of Messrs.
Angel, Bell, Cowan and Strohband as a Class I director, the Board would
otherwise consist of one Class I director (with a term expiring at our 2022
annual meeting), four Class II directors (with terms expiring at our 2023 annual
meeting) and four Class III directors (with terms expiring at our 2024 annual
meeting).
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Accordingly, on March 1, 2022, the Board approved changes to balance the number
of directors serving in each class. To accomplish this rebalancing, Carl Bass, a
Class II director, has agreed to resign as a Class II director, and Benyamin
Buller, a Class III director, has agreed to resign as a Class III director, in
each case, effective as of March 15, 2022. The Board has accepted the
resignation of Mr. Bass as a Class II director and Mr. Buller as a Class III
director, and has appointed each of Mr. Bass and Mr. Buller as a Class I
director, immediately following such resignations and effective as of March 15,
2022, to serve with a term expiring at our 2022 annual meeting or until his
successor is duly elected and qualified, or until his earlier death, resignation
or removal. Each of Mr. Bass's and Mr. Buller's resignation and reappointment
will be effected solely to rebalance the Board in order to have three classes
divided as evenly as possible. For all other purposes, Mr. Bass's and Mr.
Buller's service on the Board will be deemed to have continued uninterrupted,
without any break in service since the date they first joined the Board in 2021.
Mr. Bass currently serves and will continue to serve on the Compensation
Committee of the Board and as Chairman of the Board. There is no arrangement or
understanding between either Mr. Bass and Mr. Buller, on the one hand, and any
other person, on the other hand, pursuant to which either Mr. Bass and Mr.
Buller will be appointed to serve as a Class I director.
Item 7.01 Regulation FD Disclosure.
A copy of the press release issued by the Company announcing the resignations
and appointment described above is being furnished as Exhibit 99.1 to this
filing. The information in this Item 7.01 and Exhibit 99.1 shall not be deemed
"filed" for purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liabilities under that Section and shall not be deemed
to be incorporated by reference into any filing of the Company under the
Securities Act of 1933.
Item 9.01. Financial Statement and Exhibits.
(d) Exhibits.
Exhibit
Number Description
99.1 Press Release, dated March 2, 2022, regarding Board resignation and
appointment.
104 Inline XBRL for the cover page of this Current Report on Form 8-K.
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