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): February 19, 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 symbol | | Name of each exchange
on which registered |
| 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 x
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 February 19, 2021, as further described in Item 8.01, the Board of Directors (the “Board”) of Velodyne Lidar, Inc. (the “Company”) terminated Marta Hall’s employment as Chief Marketing Officer of the Company, effective immediately.
On February 19, 2021, upon the recommendation of the Audit Committee of the Board following its completion of an investigation into conduct by David Hall and Marta Hall, the Board removed David Hall as Chairman of the Board and terminated Marta Hall’s employment as Chief Marketing Officer of the Company, effective immediately. The Company also confirmed receipt of a notice from David Hall and Marta Hall of their intent as stockholders to nominate one candidate to stand for election for one of two Class I Director seats on the Board at the Company’s 2021 Annual Meeting of Stockholders.
Also on February 19, 2021, the Board appointed Joseph B. Culkin, currently a member of the Board, as Chairman of the Board. Sally Frykman, the Company’s current Chief Communications Officer, was appointed as Chief Marketing Officer.
A copy of the press release regarding these developments is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
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: February 22, 2021 | By: | /s/ Michael Vella |
| | | Michael Vella |
| | | General Counsel |
