UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
The Securities Exchange Act of 1934
(Amendment No. )
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule 14a-12
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VELODYNE LIDAR, INC.
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(Name of Registrant as Specified in Its Charter)
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DAVID S. HALL
MARTA THOMA HALL
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(Name of Persons(s) Filing Proxy Statement, if Other Than the Registrant)
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David S. Hall, together
with the other participant 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 (the “2022 Annual Meeting”) of Velodyne Lidar, Inc., a Delaware corporation (the “Company”).
On November 3, 2021, Mr.
Hall issued the following press release:
David Hall, Founder of Velodyne Lidar, Addresses the
Company’s Latest Entrenchment Maneuver
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
SAN JOSE, Calif.--(BUSINESS WIRE)--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.
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.
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.
***
Contact
MKA
Charlotte Kiaie / Bela Kirpalani, 646-386-0091
ckiaie@mkacomms.com / bkirpalani@mkacomms.com
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