Velo3D, Inc. 8-K

What Happened
Velo3D, Inc. filed an 8-K on June 15, 2026 reporting results of its June 10, 2026 Annual Meeting. Stockholders elected two Class II directors (Stefan Krause and Lily Mei), ratified the company’s independent auditor, approved advisory votes on executive compensation and frequency, and approved an amendment to the 2021 Equity Incentive Plan that increases the shares available for issuance.

Key Details

• Meeting quorum: 16,635,533 shares present (online or by proxy).
• Director elections: Stefan Krause elected (11,131,428 for; 408,716 withheld; 5,095,389 broker non-votes). Lily Mei elected (11,506,254 for; 33,890 withheld; 5,095,389 broker non-votes).
• Auditor ratified: Frank, Rimerman + Co. LLP (16,468,881 for; 78,992 against; 87,660 abstentions).
• Say-on-pay (advisory): approved (11,417,043 for; 96,435 against; 26,666 abstain; 5,095,389 broker non-votes). Frequency favored: annual (11,413,423 votes).
• Equity plan amendment: approved to increase shares authorized under the 2021 Equity Incentive Plan by 2,860,000 shares; aggregate incentive stock option pool increased from 244,377 to 10,000,000 shares; plan now requires stockholder approval for any option/SAR repricing. This amendment does not change the plan’s existing annual “evergreen” increase.

Why It Matters

• Governance: Election of two directors and auditor ratification finalize board and oversight for the next term and fiscal year. Advisory approval of executive pay and annual say-on-pay means the board will hold yearly non-binding votes on compensation.
• Potential dilution: The approved increase in the equity incentive plan (plus the large increase in the incentive option cap) expands the pool of shares available for grants, which can dilute existing shareholders if fully issued.
• Investor takeaway: These are governance and equity-structure decisions, not financial results — monitor future disclosures for any large option grants, repricing proposals, or equity issuance that could affect share count or executive incentives.