David Hall, Founder of Velodyne Lidar, Addresses the Company’s Latest Entrenchment Maneuver
November 03 2021 - 9:00AM
Business Wire
Condemns Moving Chairman Michael Dee from a
Class II Director to a Class III Director to Avoid Having Him Stand
for Re-Election at the 2022 Annual Meeting
Urges the Board to Welcome New
Directors with Integrity, Open-Mindedness and Technology
Experience
David Hall, the beneficial owner of approximately 42.9% of the
outstanding common stock of Velodyne Lidar, Inc. (NASDAQ:VLDR)
(“Velodyne Lidar” or the “Company"), today issued the following
statement in response to the Company’s November 1, 2021
announcement and Form 8-K filing regarding changes to its Board of
Directors (the “Board”):
"While we welcome the news of Brad Culkin's retirement from the
Board, it does not remedy the fact that we believe Chairman Michael
Dee continues to lead Velodyne Lidar down the path of financial
ruin. During Mr. Dee’s tenure, Velodyne Lidar has fallen from its
position as a global leader in lidar technology and innovation, and
the Board has undertaken a series of anti-stockholder actions that
has, in our view, resulted in insular corporate governance,
troubling underperformance and strategic incompetency. In its
latest affront to stockholders, the Company reported that Mr. Dee
has been reclassified from a Class II director to a Class III
director, in an apparent attempt to avoid having him stand for
re-election at next year’s Annual Meeting, which would have
provided Velodyne Lidar’s stockholders an opportunity to voice
their opinions on his performance with their votes and could have
resulted in him being voted off the Board.1
Stockholders may not have noticed this action, because although
the Company issued a press release to announce Board matters,
including Mr. Culkin’s retirement, it did not mention this
self-serving shift from Class II to Class III for Mr. Dee in the
press release. Rather, the Company elected to tuck this disclosure
into a regulatory filing in one sentence at the end of an unrelated
paragraph. Investors not reading the fine print would have
completely missed this shift – likely the result Mr. Dee and the
Company intended. I believe this approach to disclosure is just
another example of the culture of obfuscation that Mr. Dee has
promulgated at the Company and the lack of transparency with
stockholders that I can only assume he considers acceptable. I also
find it ironic that the Board approved this shift in classes and
reported it in this manner on the same day that it touted the
appointment of a 'corporate governance expert' to the Board.
I urge stockholders to consider the Board’s actions carefully –
if the Board was truly concerned with restoring a culture of
integrity and good governance, as it would have its stockholders
believe, why would it engage in such a brazen entrenchment
maneuver? Unfortunately, this move appears to be the latest in a
troubling pattern of stockholder disenfranchisement actions
undertaken by the incumbent Board. Stockholders will surely
remember how the Board manipulated the Company’s corporate
machinery in a similar fashion last February by transitioning
director Christopher Thomas from a Class I director to a Class II
director to seemingly avoid having him stand for re-election at
this year’s Annual Meeting. Will this Board ever give Velodyne
Lidar’s stockholders the opportunity to exercise their stockholder
rights and vote on Messrs. Dee and Thomas’ positions as directors
or will this shell game continue, with Messrs. Dee and Thomas
becoming Class III and Class I directors in the near future?
Stockholders should rest assured that I will continue to fight
on their behalf to help urge Velodyne Lidar to embrace good
corporate governance, revitalize its integrity-rich culture and
return to its position at the forefront of innovation and
engineering excellence.”
CERTAIN INFORMATION CONCERNING THE
PARTICIPANTS
David S. Hall, together with the other participants named
herein, intends to file a preliminary proxy statement and
accompanying proxy card with the Securities and Exchange Commission
(“SEC”) to be used to solicit votes for the election of his
director nominees at the 2022 annual meeting of stockholders of
Velodyne Lidar, Inc., a Delaware corporation (the “Company”).
MR. HALL STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO
READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH
PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEB
SITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS
PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT
WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES
SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.
The participants in the proxy solicitation are anticipated to be
David S. Hall and Marta Thoma Hall.
As of the date hereof, Mr. Hall may be deemed to beneficially
own 83,841,315 shares of common stock, par value $0.0001 per share
(the “Common Stock”), of the Company, consisting of (i) 24,388,090
shares of Common Stock beneficially owned directly and (ii)
38,651,193 shares of Common Stock held by other stockholders of the
Company over which, except under limited circumstances, Mr. Hall
holds an irrevocable voting proxy. As of the date hereof, Mrs. Hall
may be deemed to beneficially own 5,471,664 shares of Common Stock,
consisting of (i) 5,435,865 shares of Common Stock beneficially
owned directly, all of which are subject to an irrevocable voting
proxy granted to Mr. Hall, and (ii) 35,799 shares of Common Stock
underlying certain RSUs which have vested or will fully vest within
60 days of the date hereof.
1 Only Class II directors stand for re-election at the 2022
Annual Meeting; while Class III directors do not stand for
re-election until the 2023 Annual Meeting.
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version on businesswire.com: https://www.businesswire.com/news/home/20211103005681/en/
MKA Charlotte Kiaie / Bela Kirpalani, 646-386-0091
ckiaie@mkacomms.com / bkirpalani@mkacomms.com
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