Expresses Concerns with the Halls’ Ongoing Campaign to Advance Self-Serving Agenda at Expense of Velodyne Stockholders
Believes Latest Missive from the Halls is Intended to Distract from Their Own Track Record of Misconduct, including Theft of Confidential Trade Secret Information
Stockholders Need Take No Action at this Time
SAN JOSE, Calif.–(BUSINESS WIRE)–Velodyne Lidar (NASDAQ: VLDR, VLDRW) today issued the following statement in response to the announcement from David and Marta Thoma Hall of their intent to nominate two candidates to stand for election to the Velodyne Board of Directors at the Company’s 2022 Annual Meeting.
“Management’s Discussion and Analysis of Financial Condition and Results of Operations”
David Hall and Marta Hall have engaged in an ongoing campaign of misstatement, obfuscation and obstruction, with the purpose of promoting their own interests at the expense of Velodyne and its public stockholders. David Hall’s latest “Letter to Shareholders” not only repeats his false claims but ignores his own misappropriation of Velodyne’s intellectual property and the Halls’ history of conduct contrary to the best interests of Velodyne.
In Velodyne’s view, perhaps the most egregious falsehood in David Hall’s most recent letter is the suggestion that he and Marta Hall have any interest in promoting the interests of any stockholders other than themselves. The undisputed record provides overwhelming evidence to support the conclusion that they have no such interest:
In short, the Company believes the totality of the Halls’ conduct represents a wholesale abandonment of any loyalty to Velodyne, its employees, and its public stockholders. The Board urges all stockholders to focus on the Halls’ actions, rather than the self-serving revisionism reflected in Mr. Hall’s latest stockholder letter.
The date of the Company’s 2022 Annual Meeting of Stockholders has not yet been announced. Velodyne stockholders are not required to take action at this time.
Important Additional Information and Where to Find It
Velodyne intends to file a proxy statement on Schedule 14A, an accompanying proxy card and other relevant documents with the SEC in connection with such solicitation of proxies from Velodyne stockholders for Velodyne’s 2022 annual meeting of stockholders. VELODYNE STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ VELODYNE’S DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ALL OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and stockholders may obtain a copy of the definitive proxy statement, an accompanying proxy card, any amendments or supplements to the definitive proxy statement and other documents filed by Velodyne with the SEC at no charge at the SEC’s website at www.sec.gov. Copies will also be available at no charge in the “SEC Filings” subsection of the “Financial Information” section of Velodyne’s Investor Relations website at www.investors.velodynelidar.com or by contacting Velodyne’s Investor Relations department at [email protected], as soon as reasonably practicable after such materials are electronically filed with, or furnished to, the SEC.
Certain Information Regarding Participants to the Solicitation
Velodyne, its directors and certain of its executive officers are participants in the solicitation of proxies from Velodyne stockholders in connection with matters to be considered at Velodyne’s 2022 annual meeting of stockholders. Information regarding the direct and indirect interests, by security holdings or otherwise, of Velodyne’s directors and executive officers, in Velodyne is included in Velodyne’s Proxy Statement on Schedule 14A for its 2021 annual meeting of stockholders, filed with the SEC on May 17, 2021, Velodyne’s Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 17, 2021 and in Velodyne’s Current Reports on Form 8-K filed with the SEC from time to time. Changes to the direct or indirect interests of Velodyne’s directors and executive officers are set forth in SEC filings on Initial Statements of Beneficial Ownership on Form 3, Statements of Change in Ownership on Form 4 and Annual Statements of Changes in Beneficial Ownership on Form 5. These documents are available free of charge as described above. Updated information regarding the identities of potential participants and their direct or indirect interests, by security holdings or otherwise, in Velodyne will be set forth in the Proxy Statement for Velodyne’s 2022 annual meeting of stockholders and other relevant documents to be filed with the SEC, if and when they become available.
Forward Looking Statements
This press release contains “forward looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995 including, without limitation, all statements other than historical fact and include, without limitation, statements regarding Velodyne’s target markets, new products, development efforts, and competition. When used in this press release, the words “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “can,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results and involve a number of known and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Velodyne’s control, that could cause actual results or outcomes to differ materially from those discussed in the forward-looking statements. Important factors, among others, that may affect actual results or outcomes include uncertainties regarding government regulation and adoption of lidar, the uncertain impact of the COVID-19 pandemic on Velodyne’s and its customers’ businesses; Velodyne’s ability to manage growth; Velodyne’s ability to execute its business plan; uncertainties related to the ability of Velodyne’s customers to commercialize their products and the ultimate market acceptance of these products; the rate and degree of market acceptance of Velodyne’s products; the success of other competing lidar and sensor-related products and services that exist or may become available; uncertainties related to Velodyne’s current litigation and potential litigation involving Velodyne or the validity or enforceability of Velodyne’s intellectual property; and general economic and market conditions impacting demand for Velodyne’s products and services. For more information about risks and uncertainties associated with Velodyne’s business, please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” sections of Velodyne’s SEC filings, including, but not limited to, its annual report on Form 10-K and quarterly reports on Form 10-Q. All forward-looking statements in this press release are based on information available to Velodyne as of the date hereof, Velodyne undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
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