| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The information disclosed in Item 8.01 below is incorporated herein by reference.
On January 26, 2023, Velodyne Lidar, Inc. (“Velodyne”) convened a special meeting of stockholders (the “Special Meeting”). As of the close of business on December 5, 2022, the record date of the Special Meeting, there were 238,281,867 shares of common stock, par value $0.0001 per share, of Velodyne (“Velodyne Common Stock”) outstanding, each of which was entitled to one vote on each proposal at the Special Meeting.
At that time, there were not present or represented by proxy a sufficient number of shares of Velodyne Common Stock to constitute a quorum. Accordingly, Velodyne adjourned the Special Meeting without any business being conducted, in order to allow time to achieve quorum and to allow Velodyne’s stockholders additional time to vote on the proposals set forth in Velodyne’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 8, 2022, as supplemented by Velodyne’s Current Report on Form 8-K as filed with the SEC on January 13, 2023 (the “Proxy Statement”).
The adjourned Special Meeting will reconvene on February 3, 2023 at 9:00 a.m. Pacific Time, to be held in person, at 5521 Hellyer Avenue, San Jose, CA 95138.
The close of business on December 5, 2022 will continue to be the record date for the determination of stockholders of Velodyne entitled to vote at the Special Meeting. Stockholders of Velodyne who have previously submitted their proxy or otherwise voted and who do not want to change their vote do not need to take any action.
No changes have been made to the proposals to be voted on by stockholders at the Special Meeting. Velodyne encourages all of its stockholders to read the Proxy Statement, which is available free of charge on the SEC’s website at www.sec.gov.
During the period of adjournment, Velodyne will continue to solicit votes from its stockholders with respect to the proposals set forth in the Proxy Statement. Velodyne encourages all stockholders who have not yet voted to do so promptly.
On January 26, 2023, Velodyne issued a press release announcing the adjournment of the Special Meeting. A copy of the press release is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
Cautionary Statement Regarding Forward-Looking Statements
This communication contains forward-looking statements within the meaning of the federal securities law. Such statements are based upon current plans, estimates and expectations of the management of Ouster, Inc. (“Ouster”) and Velodyne Lidar, Inc. (“Velodyne”) that are subject to various risks and uncertainties that could cause actual results to differ materially from such statements. The inclusion of forward-looking statements should not be regarded as a representation that such plans, estimates and expectations will be achieved. Words such as “anticipate,” “expect,” “project,” “intend,” “believe,” “may,” “will,” “should,” “plan,” “could,” “continue,” “target,” “contemplate,” “estimate,” “forecast,” “guidance,” “predict,” “possible,” “potential,” “pursue,” “likely,” and words and terms of similar substance used in connection with any discussion of future plans, actions or events identify forward-looking statements. All statements, other than historical facts, including statements regarding the expected timing of the closing of the proposed transaction; the ability of the parties to complete the proposed transaction considering the various closing conditions; the expected benefits of the proposed transaction; the cash position of the combined company; the competitive ability and position of the combined company; and any assumptions underlying any of the foregoing, are forward-looking statements. Important factors that could cause actual results to differ materially from Ouster’s and Velodyne’s plans, estimates or expectations could include, but are not limited to: (i) the risk that the proposed transaction may not be completed in a timely manner or at all, which may adversely affect Ouster’s and Velodyne’s businesses and the price of their respective securities; (ii) uncertainties as to the timing of the consummation of the proposed transaction and the potential failure to satisfy the conditions to the consummation of the proposed transaction, including obtaining stockholder and regulatory approvals; (iii) the proposed transaction may involve unexpected costs, liabilities or delays; (iv) the effect of the announcement, pendency or completion of the proposed transaction on the ability of Ouster or Velodyne to retain and hire key personnel and maintain relationships with customers, suppliers and others with whom Ouster or Velodyne does business, or on Ouster’s or
