The information in this Current Report on Form 8-K is being filed to update and supplement the proxy statement filed by
Velodyne Lidar, Inc. (Velodyne) with the Securities and Exchange Commission (the SEC) on December 8, 2022 (the Proxy Statement), relating to Velodynes special meeting of stockholders to be held on
January 26, 2023 in connection with the proposed combination (the Transaction) of Velodyne and Ouster, Inc. (Ouster) pursuant to the Agreement and Plan of Merger, dated as of November 4, 2022, by and among Velodyne,
Ouster, Oban Merger Sub, Inc. (Merger Sub) and Oban Merger Sub II LLC (Merger Sub II) (as it may be amended from time to time, the Merger Agreement).
As of January 12, 2023, three lawsuits have been filed by purported Velodyne stockholders against Velodyne and the Velodyne board of directors relating to the
Transaction and the other transactions contemplated by the Merger Agreement. As previously disclosed in the Proxy Statement, on December 1, 2022, a complaint was filed in the United States District Court for the Southern District of New York,
captioned ODell v. Velodyne Lidar, Inc., et al., Civil Action No. 22-cv-10211 (the ODell Complaint). On December 20, 2022, a
complaint was filed in the United States District Court for the Southern District of New York, captioned Carlisle v. Velodyne Lidar, Inc., et al., Civil Action No.
22-cv-10720 (the Carlisle Complaint). On December 29, 2022, a complaint was filed in the United States District Court for the District of Delaware,
captioned Wheeler v. Velodyne Lidar, Inc., et al., Civil Action No. 22-cv-01641-UNA (the Wheeler Complaint,
and together with the Carlisle Complaint and the ODell Complaint, the Complaints).
The complaints name as defendants Velodyne and the
members of the Velodyne board of directors. The ODell Complaint also lists Ouster Medical Inc. and affiliates (sic) as defendants. Each of the Complaints alleges violations of Sections 14(a) and 20(a) of the Securities Exchange Act
of 1934, as amended, and Rule 14a-9 promulgated thereunder. The Complaints generally allege that the defendants filed a materially incomplete and misleading registration statement or proxy statement with the
SEC. Each of the Complaints seeks injunctive relief preventing the consummation of the Transaction, unspecified damages and other relief.
As of January
12, 2023, eleven stockholder demand letters or draft complaints have been sent to Velodyne by a purported Velodyne stockholder in connection with the Transaction and the other transactions contemplated by the Merger Agreement. On December 1,
2022, a draft complaint was sent on behalf of John DeMarco. On December 2, 2022, a demand letter was sent on behalf of Matthew Whitfield. On December 5, 2022, a demand letter and draft complaint were sent on behalf of Alan Malott, a demand
letter was sent on behalf of Sascha Mentkowski and a demand letter was sent on behalf of Michael Warren. On December 6, 2022, demand letters were sent on behalf of Marc Waterman and Hormoz Fathi (the Fathi Demand). On
January 3, 2023, a demand letter was sent on behalf of Jordan Wilson. On January 6, 2023, a demand letter was sent on behalf of Robert Wilhelm. On January 9, 2023, a demand letter was sent on behalf of Lennart Larson and a demand
letter and draft complaint was sent on behalf of Joseph Cristino. Each of the demand letters and draft complaints allege that the Proxy Statement was materially incomplete and demand additional disclosures be made prior to the Velodyne special
meeting of stockholders on January 26, 2023. The Fathi Demand additionally seeks to inspect certain books and records of Velodyne purportedly under Section 220 of the Delaware General Corporation Law.
Velodyne may receive additional stockholder demand letters, and additional lawsuits related to the Transaction may be filed in the future.
Velodyne believes that the claims asserted in the demand letters and complaints are without merit and that no supplemental disclosure to the Proxy Statement
is required under any applicable rule, statute, regulation or law. However, to, among other things, eliminate the burden, inconvenience, expense, risk and disruption of continuing litigation, and without admitting liability or wrongdoing, Velodyne
has determined that it will make the below supplemental disclosures. Nothing in these supplemental disclosures shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein. The
Velodyne board of directors continues to recommend unanimously that you vote FOR the proposals being considered at Velodynes special meeting of stockholders.
The information contained in this Current Report on Form 8-K is incorporated by reference into the Proxy Statement.
All page references in this Current Report on Form 8-K are to pages of the Proxy Statement, and all terms used in this Current Report on Form 8-K, but not otherwise
defined, shall have the meanings ascribed to such
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