VLDR Velodyne Lidar

Filed: 22 Feb 21, 5:15pm



Washington, D.C. 20549







Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): February 19, 2021



(Exact name of registrant as specified in its charter)


(State or other jurisdiction
of incorporation)
File Number)
(IRS Employer
Identification No.)


5521 Hellyer Avenue 
San Jose, California95138
(Address of principal executive offices)(zip code)


Registrant’s telephone number, including area code: (669) 275-2251


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class Trading symbol Name of each exchange
on which registered
Common Stock, $0.0001 par value VLDR The Nasdaq Stock Market LLC
Warrants, each exercisable for three-quarters of one share of common stock VLDRW The Nasdaq Stock Market LLC


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company x


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨





Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On February 19, 2021, as further described in Item 8.01, the Board of Directors (the “Board”) of Velodyne Lidar, Inc. (the “Company”) terminated Marta Hall’s employment as Chief Marketing Officer of the Company, effective immediately.


Item 8.01Other Events


On February 19, 2021, upon the recommendation of the Audit Committee of the Board following its completion of an investigation into conduct by David Hall and Marta Hall, the Board removed David Hall as Chairman of the Board and terminated Marta Hall’s employment as Chief Marketing Officer of the Company, effective immediately. The Company also confirmed receipt of a notice from David Hall and Marta Hall of their intent as stockholders to nominate one candidate to stand for election for one of two Class I Director seats on the Board at the Company’s 2021 Annual Meeting of Stockholders.


Also on February 19, 2021, the Board appointed Joseph B. Culkin, currently a member of the Board, as Chairman of the Board. Sally Frykman, the Company’s current Chief Communications Officer, was appointed as Chief Marketing Officer.


A copy of the press release regarding these developments is attached as Exhibit 99.1 to this Current Report on Form 8-K. 


Item 9.01Financial Statements and Exhibits




Exhibit No. Description
99.1 Press Release Issued by the Company on February 22, 2021
104 Cover Page Interactive Data File (formatted as Inline XBRL)






Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


DATE: February 22, 2021By:/s/ Michael Vella
  Michael Vella
  General Counsel