Expresses Concerns with the Halls’ Ongoing
Campaign to Advance Self-Serving Agenda at Expense of Velodyne
Stockholders
Believes Latest Missive from the Halls is
Intended to Distract from Their Own Track Record of Misconduct,
including Theft of Confidential Trade Secret Information
Stockholders Need Take No Action at this
Time
Velodyne Lidar (NASDAQ: VLDR, VLDRW) today issued a the
following statement in response to the announcement from David and
Marta Thoma Hall of their intent to nominate two candidates to
stand for election to the Velodyne Board of Directors at the
Company’s 2022 Annual Meeting.
David Hall and Marta Hall have engaged in an ongoing campaign of
misstatement, obfuscation and obstruction, with the purpose of
promoting their own interests at the expense of Velodyne and its
public stockholders. David Hall’s latest “Letter to Shareholders”
not only repeats his false claims but ignores his own
misappropriation of Velodyne’s intellectual property and the Halls’
history of conduct contrary to the best interests of Velodyne.
In Velodyne’s view, perhaps the most egregious falsehood in
David Hall’s most recent letter is the suggestion that he and Marta
Hall have any interest in promoting the interests of any
stockholders other than themselves. The undisputed record provides
overwhelming evidence to support the conclusion that they have no
such interest:
- On February 22, 2021, Velodyne announced that its Audit
Committee, comprised of three independent directors, had conducted
an investigation, led by an independent law firm, into actions by
directors David Hall and Marta Hall. As a result of that
investigation, the Audit Committee and the Board concluded that
both David Hall and Marta Hall “failed to operate with respect,
honesty, integrity, and candor” toward the Company’s officers and
directors. The independent investigation concluded, among other
things, that:
- The Halls acted inappropriately by undermining management, to
the detriment of the Company and its public stockholders;
- The Halls refused to comply with their obligations as directors
of the Company, including by refusing to cooperate with
investigators; and
- Mr. Hall demanded that the Board release him from his lock-up
agreement and permit him to sell a large quantity of Velodyne stock
early and threatened to harm the stock price if he did not get his
way.
- Velodyne has been forced to pursue arbitration against David
Hall for his misappropriation of approximately 300,000 Velodyne
files containing confidential, proprietary, and trade secret
information which he downloaded to over 70 devices. In a recent
proceeding, the arbitrator issued a preliminary injunction against
David Hall after finding that the Company had demonstrated a
likelihood of prevailing on its breach of contract claim and that
his conduct raises the specter of irreparable harm to Velodyne.
Conveniently, David Hall’s various press releases make no mention
of that proceeding, nor does his recent letter to stockholders
explain how his conduct can be reconciled with a professed
commitment to an “integrity-rich culture.”
- David and Marta Hall have repeatedly failed to comply with
applicable SEC filing requirements regarding timely and accurate
reporting of their shareholdings – conduct that stands in stark
contrast to David Hall’s supposed commitment to “strong corporate
governance.”
- David and Marta Hall have consistently demonstrated that they
do not understand or care to comply with the basic responsibilities
required to serve as directors of a public company. Because the
Audit Committee did not believe that Ms. Hall had any experience or
familiarity with serving as a public company Board member, Marta
Hall was required to complete training regarding the
responsibilities of public company board members. Despite that
training, Ms. Hall’s ongoing conduct demonstrates that, in
Velodyne’s view, she remains unqualified to serve on a public
company board.
- After the Board made the necessary decision following the Audit
Committee investigation to remove Marta Hall from her position as
Chief Marketing Officer and to replace David Hall as Chairman,
David Hall’s response was to voluntarily resign from the Board with
two years left on his term as a director. This followed his
unilateral decisions to resign as CEO and then as Executive
Chairman. Put simply, David Hall quit – on Velodyne and its public
stockholders, seemingly without the slightest concern about the
commitments he had made or the duties he owed as a director.
- Finally, when David Hall had the chance to nominate a board
candidate at the 2021 stockholders’ meeting, he nominated someone
who he paid more than $225,000 and who was previously found by a
Delaware Court to have breached his fiduciary responsibilities as a
director of a public company. Despite vehement objection by the
Board, David Hall, as majority stockholder, installed him on the
Board. Velodyne believes that David Hall cannot be trusted with the
responsibility of selecting directors.
In short, the Company believes the totality of the Halls’
conduct represents a wholesale abandonment of any loyalty to
Velodyne, its employees, and its public stockholders. The Board
urges all stockholders to focus on the Halls’ actions, rather than
the self-serving revisionism reflected in Mr. Hall’s latest
stockholder letter.
The date of the Company’s 2022 Annual Meeting of Stockholders
has not yet been announced. Velodyne stockholders are not required
to take action at this time.
About Velodyne Lidar
Velodyne Lidar (Nasdaq: VLDR, VLDRW) ushered in a new era of
autonomous technology with the invention of real-time surround view
lidar sensors. Velodyne, the global leader in lidar, is known for
its broad portfolio of breakthrough lidar technologies. Velodyne’s
revolutionary sensor and software solutions provide flexibility,
quality and performance to meet the needs of a wide range of
industries, including autonomous vehicles, advanced driver
assistance systems (ADAS), robotics, unmanned aerial vehicles
(UAV), smart cities and security. Through continuous innovation,
Velodyne strives to transform lives and communities by advancing
safer mobility for all. For more information, visit
www.velodynelidar.com.
Important Additional Information and Where to Find It
Velodyne intends to file a proxy statement on Schedule 14A, an
accompanying proxy card and other relevant documents with the SEC
in connection with such solicitation of proxies from Velodyne
stockholders for Velodyne’s 2022 annual meeting of stockholders.
VELODYNE STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ VELODYNE’S
DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND
IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION. Investors and stockholders may
obtain a copy of the definitive proxy statement, an accompanying
proxy card, any amendments or supplements to the definitive proxy
statement and other documents filed by Velodyne with the SEC at no
charge at the SEC’s website at www.sec.gov. Copies will also be
available at no charge in the “SEC Filings” subsection of the
“Financial Information” section of Velodyne’s Investor Relations
website at www.investors.velodynelidar.com or by contacting
Velodyne’s Investor Relations department at
investorrelations@velodyne.com, as soon as reasonably practicable
after such materials are electronically filed with, or furnished
to, the SEC.
Certain Information Regarding Participants to the
Solicitation
Velodyne, its directors and certain of its executive officers
are participants in the solicitation of proxies from Velodyne
stockholders in connection with matters to be considered at
Velodyne’s 2022 annual meeting of stockholders. Information
regarding the direct and indirect interests, by security holdings
or otherwise, of Velodyne’s directors and executive officers, in
Velodyne is included in Velodyne’s Proxy Statement on Schedule 14A
for its 2021 annual meeting of stockholders, filed with the SEC on
May 17, 2021, Velodyne’s Annual Report on Form 10-K for the year
ended December 31, 2020, filed with the SEC on March 17, 2021 and
in Velodyne’s Current Reports on Form 8-K filed with the SEC from
time to time. Changes to the direct or indirect interests of
Velodyne’s directors and executive officers are set forth in SEC
filings on Initial Statements of Beneficial Ownership on Form 3,
Statements of Change in Ownership on Form 4 and Annual Statements
of Changes in Beneficial Ownership on Form 5. These documents are
available free of charge as described above. Updated information
regarding the identities of potential participants and their direct
or indirect interests, by security holdings or otherwise, in
Velodyne will be set forth in the Proxy Statement for Velodyne’s
2022 annual meeting of stockholders and other relevant documents to
be filed with the SEC, if and when they become available.
Forward Looking Statements
This press release contains “forward looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995 including, without
limitation, all statements other than historical fact and include,
without limitation, statements regarding Velodyne’s target markets,
new products, development efforts, and competition. When used in
this press release, the words “estimates,” “projected,” “expects,”
“anticipates,” “forecasts,” “plans,” “intends,” “believes,”
“seeks,” “may,” “will,” “can,” “should,” “future,” “propose” and
variations of these words or similar expressions (or the negative
versions of such words or expressions) are intended to identify
forward-looking statements. These forward-looking statements are
not guarantees of future performance, conditions or results and
involve a number of known and unknown risks, uncertainties,
assumptions and other important factors, many of which are outside
Velodyne’s control, that could cause actual results or outcomes to
differ materially from those discussed in the forward-looking
statements. Important factors, among others, that may affect actual
results or outcomes include uncertainties regarding government
regulation and adoption of lidar, the uncertain impact of the
COVID-19 pandemic on Velodyne’s and its customers’ businesses;
Velodyne’s ability to manage growth; Velodyne’s ability to execute
its business plan; uncertainties related to the ability of
Velodyne’s customers to commercialize their products and the
ultimate market acceptance of these products; the rate and degree
of market acceptance of Velodyne’s products; the success of other
competing lidar and sensor-related products and services that exist
or may become available; uncertainties related to Velodyne’s
current litigation and potential litigation involving Velodyne or
the validity or enforceability of Velodyne’s intellectual property;
and general economic and market conditions impacting demand for
Velodyne’s products and services. For more information about risks
and uncertainties associated with Velodyne’s business, please refer
to the “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” and “Risk Factors” sections of
Velodyne’s SEC filings, including, but not limited to, its annual
report on Form 10-K and quarterly reports on Form 10-Q. All
forward-looking statements in this press release are based on
information available to Velodyne as of the date hereof, Velodyne
undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20211027005559/en/
Investor Relations InvestorRelations@velodyne.com
Media Jim Golden / Jack Kelleher / Lyle Weston Joele
Frank, Wilkinson Brimmer Katcher 212-355-4449
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