Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers
On January 12, 2022, the board of directors (the "Board") of Velodyne Lidar,
Inc. (the "Company") appointed Ernest E. Maddock to the Board as a Class III
director, effective as of January 13, 2022. The Board also appointed Mr. Maddock
to the Audit Committee of the Board.
Mr. Maddock served as Chief Financial Officer and Senior Vice President of
Micron Technology, Inc. from 2015 until his retirement in 2018. Prior to that,
he served as Chief Financial Officer of Riverbed Technology, Inc. from 2013 to
2015. From 1997 to 2013, Mr. Maddock served in various roles at Lam Research
Corporation, last as Chief Financial Officer from 2008 to 2013. He has served on
the boards of directors of Ultra Clean Holdings, Inc. since June, 2018 and
Avnet, Inc. since August 2021 and previously served on the board of directors of
Intersil Corporation from 2015 until its sale in 2017. We believe that
Mr. Maddock is qualified to serve on the Board as a result of his extensive
experience in operations, finance and accounting, including service as Chief
Financial Officer of multiple public companies, as well as Chair of Ultra Clean
and Intersil's respective audit committees.
There are no disclosable family relationships as required by Item 401(d) of
Regulation S-K between Mr. Maddock and the Company or its control persons, and
there are no disclosable related person transactions between Mr. Maddock and the
Company as required by Item 404(a) of Regulation S-K.
In connection with his appointment, Mr. Maddock entered into the Company's
standard form of indemnification agreement. Mr. Maddock 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
his appointment) to non-employee directors serving on the Board, which award
will vest on an annual basis over a three-year period.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
On January 12, 2022, the Board approved revisions to the Company's Amended and
Restated Bylaws (the "Bylaws") effective on January 13, 2022.
The changes to the Bylaws, among other things: (1) provide that any stockholder
who submits a nomination shall be required to submit a slate of nominee(s) who,
if elected, (i) will cause the Company to comply with, or permit the Company to
maintain its compliance with, any stock exchange requirement to have a majority
of the Board be comprised of independent directors and (ii) cause the Company to
have or maintain a board with a minimum of three female directors and a minimum
of three directors from underrepresented communities, or to have or maintain any
other applicable minimum level of board diversity required by Assembly Bill
No. 979 and Senate Bill No. 826 (the "California Board Diversity Laws") in order
for the Company to comply with the California Board Diversity Laws; and such
slate shall not be considered validly nominated if such slate would cause the
Company to cease to be in compliance with these independence or diversity
requirements; (2) provide that no person shall be qualified to serve as a
director or be eligible to be nominated to serve as a director if such person
receives or has received compensation or remuneration for his or her current or
future services on the Board (excluding any ordinary director fees) from a
member of the Board or any affiliate or associate of any member of the Board;
(3) provide that any person or entity who attempts to vote the shares of a
stockholder pursuant to a proxy that states that it is irrevocable shall deliver
to the Secretary of the Corporation proof demonstrating that such proxy is
coupled with an interest sufficient in law to support an irrevocable power
within the meaning of Section 212(e) of the Delaware General Corporation Law and
a representation that such proxy will continue to be coupled with such an
interest at the time such shares are voted at a meeting of stockholders; and
(4) reflect certain administrative, clarifying and conforming changes.
The foregoing description of the Bylaws, as amended, is qualified in its
entirety by reference to the Bylaws, a copy of which is attached to this Current
Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
3.1 Amended and Restated Bylaws of Velodyne Lidar, Inc.
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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