Velo3D (VLD) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 10, 2026, with all proxy materials available online, supporting broader shareholder participation and cost savings.

• Shareholders are encouraged to vote via internet, phone, or mail, with each share representing one vote; a quorum requires a majority of voting power present.

• The meeting agenda includes director elections, auditor ratification, executive compensation, say-on-pay frequency, and an amendment to the equity incentive plan.

• Forward-looking statements are included, subject to risks and uncertainties detailed in SEC filings.

Voting matters and shareholder proposals

• Election of two Class II directors for three-year terms; nominees are Stefan Krause (incumbent) and Lily Mei (new nominee).

• Ratification of Frank, Rimerman + Co. LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay) and on the frequency of future say-on-pay votes, with the board recommending annual votes.

• Approval sought for an amendment to the 2021 Equity Incentive Plan to increase authorized shares by 2,860,000 and require shareholder approval for repricing.

• Board recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of five directors, majority independent; all committees are composed of independent directors.

• Arun Jeldi serves as both Chairman and CEO; Jason Lloyd is lead independent director.

• Committees include audit, compensation, and nominating/governance, each with defined charters and responsibilities.

• Board and committees met regularly in 2025, with high attendance.

• Director nominations consider diversity of experience, independence, and skills relevant to the company’s needs.