Velodyne Lidar Responds to Latest Falsehoods from David and Marta Thoma Hall
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
Stockholders Need Take No Action at this Time
In Velodyne’s view, perhaps the most egregious falsehood in David Hall’s most recent letter is the suggestion that he and
February 22, 2021, Velodyne announced that its Audit Committee, comprised of three independent directors, had conducted an investigation, led by an independent law firm, into actions by directors David Halland Marta Hall. As a result of that investigation, the Audit Committee and the Board concluded that both David Halland Marta Hall“failed to operate with respect, honesty, integrity, and candor” toward the Company’s officers and directors. The independent investigation concluded, among other things, that:
- The Halls acted inappropriately by undermining management, to the detriment of the Company and its public stockholders;
- The Halls refused to comply with their obligations as directors of the Company, including by refusing to cooperate with investigators; and
Mr. Halldemanded that the Board release him from his lock-up agreement and permit him to sell a large quantity of Velodyne stock early and threatened to harm the stock price if he did not get his way.
Velodyne has been forced to pursue arbitration against
David Hallfor his misappropriation of approximately 300,000 Velodyne files containing confidential, proprietary, and trade secret information which he downloaded to over 70 devices. In a recent proceeding, the arbitrator issued a preliminary injunction against David Hallafter finding that the Company had demonstrated a likelihood of prevailing on its breach of contract claim and that his conduct raises the specter of irreparable harm to Velodyne. Conveniently, David Hall’s various press releases make no mention of that proceeding, nor does his recent letter to stockholders explain how his conduct can be reconciled with a professed commitment to an “integrity-rich culture.”
Marta Hallhave repeatedly failed to comply with applicable SECfiling requirements regarding timely and accurate reporting of their shareholdings – conduct that stands in stark contrast to David Hall’s supposed commitment to “strong corporate governance.”
Marta Hallhave consistently demonstrated that they do not understand or care to comply with the basic responsibilities required to serve as directors of a public company. Because the Audit Committee did not believe that Ms. Hallhad any experience or familiarity with serving as a public company Board member, Marta Hallwas required to complete training regarding the responsibilities of public company board members. Despite that training, Ms. Hall’s ongoing conduct demonstrates that, in Velodyne’s view, she remains unqualified to serve on a public company board.
After the Board made the necessary decision following the Audit Committee investigation to remove
Marta Hallfrom her position as Chief Marketing Officer and to replace David Hallas Chairman, David Hall’sresponse was to voluntarily resign from the Board with two years left on his term as a director. This followed his unilateral decisions to resign as CEO and then as Executive Chairman.
David Hallquit – on Velodyne and its public stockholders, seemingly without the slightest concern about the commitments he had made or the duties he owed as a director.
David Hallhad the chance to nominate a board candidate at the 2021 stockholders’ meeting, he nominated someone who he paid more than $225,000and who was previously found by a DelawareCourt to have breached his fiduciary responsibilities as a director of a public company. Despite vehement objection by the Board, David Hall, as majority stockholder, installed him on the Board. Velodyne believes that David Hallcannot be trusted with the responsibility of selecting directors.
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
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
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