Velodyne Lidar Announces Change to..
Velodyne Lidar Announces Change to Board of Directors and Provides Update on Stock Ownership
Eric Singer Retires from the Board, Affirms Confidence in Management Team and Strategic Plan
David and Marta Hall Reach 90 Day Limit on Stock Sales;
Ownership Reduced From 42.9% to 10.1%
SAN JOSE, Calif.–(BUSINESS WIRE)–Mar. 14, 2022– Velodyne Lidar, Inc. (NASDAQ: VLDR, VLDRW), the leading lidar company known worldwide for its broad portfolio of breakthrough lidar technologies, today announced that Eric Singer, a Velodyne Board member, has retired from the Company’s Board of Directors, effective March 13. Mr. Singer was previously elected to the Board at the 2021 Annual Meeting of Stockholders following his nomination by David Hall.
“I believe Velodyne is well positioned to deliver greater value to customers while building a profitable growth business for all shareholders,” said Mr. Singer. “With CEO Ted Tewksbury at the helm and significant opportunities ahead, I am confident in the Company’s ability to execute on its strategic plan. I look forward to supporting its success.”
Michael Dee, Chairman of the Velodyne Lidar Board of Directors, commented, “On behalf of the Board, we thank Eric for his partnership and commitment to serving the best interests of all Velodyne shareholders. Eric was a valued participant in our Board discussions and we are grateful to have benefitted from his insights during his tenure.”
“We are laser-focused on furthering our vision to make lidar ubiquitous in the advancement of global safety, sustainability, efficiency and equity, and I would like to thank Eric for all his efforts that have helped us achieve our operational goals,” said Dr. Ted Tewksbury, CEO of Velodyne Lidar. “The Velodyne team remains dedicated to delivering on our clear and executable strategy to meet the needs of our customers worldwide.”
In conjunction with his departure from the Board of Directors, the Company and Eric Singer have reached a cooperation agreement. Under the agreement, Mr. Singer, a tech veteran with experience in corporate governance, strategic planning and shareholder relations, will serve as a consultant to the Company and will help identify an independent director to fill the vacancy on the Board left due to his retirement. The full agreement, which includes, among other things, customary standstill and voting commitments, will be filed on a Form 8-K with the U.S. Securities and Exchange Commission (the “SEC”).
Velodyne Lidar Issues Statement Regarding Director Nominations
The Company today also confirmed receipt of Mr. Hall’s notice of nomination of three candidates, including David Hall and Marta Thoma Hall, to stand for election to the Velodyne Board of Directors at the Company’s 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The Company issued the following statement:
The Velodyne Lidar Board of Directors is comprised of highly qualified and diverse directors, including seasoned financial, automotive, technology and governance leaders fully committed to driving shareholder value and bringing extensive experience related to our business success.
Mr. Hall submits these nominees after waging a self-serving and deceptive campaign that has included statements about the Company’s Board and management that are completely without merit and meant to distract from his own history of misconduct.
As he has reported with the SEC, Mr. Hall recently sold 45.8 million shares of Velodyne stock publicly – the maximum allowed under Rule 144 of the Securities Act of 1933, as amended. Taken together with his cancellation of certain of his Proxy and Lock-Up Agreements of shares held by other stockholders, Mr. Hall and Ms. Hall have significantly reduced their beneficial ownership and voting positions, only further demonstrating their fundamental misalignment with the interests of all Velodyne shareholders.
The Company notes that Mr. Hall sold his shares in the course of only seven trading days, which the Company believes had a significant short-term negative impact on the price of the Company’s stock.
The Nominating and Governance Committee of Velodyne’s Board will consider Mr. Hall’s notice of director nominations pursuant to established policies and with regard to compliance with the Company’s bylaws. The Board will present its recommendations regarding director nominations in the Company’s definitive proxy statement and other materials to be filed with the SEC and mailed to all shareholders eligible to vote at the Annual Meeting.
The date of the Company’s Annual Meeting has not yet been announced. Stockholders do not need to take action at this time.
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