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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2022


VELODYNE LIDAR, INC.
(Exact name of registrant as specified in its charter)

Delaware
001-38703
83-1138508
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
5521 Hellyer Avenue
San Jose, California
95138
(Address of principal executive offices)
(Zip Code)

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

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(s)
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 ☐
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 5.07. Submission of Matters to a Vote of Security Holders.
The annual meeting (the “Annual Meeting”) of the stockholders of Velodyne Lidar, Inc. (“we,” “us” or “our”) was held on June 16, 2022.

Only stockholders of record as of the close of business on April 22, 2022, the record date for the Annual Meeting, were entitled to vote at the Annual Meeting. As of the record date, 207,956,625 shares of Velodyne’s common stock were outstanding and entitled to vote at the Annual Meeting. The holders of a total of 129,752,732 shares of common stock were present at the Annual Meeting, either in person or by proxy, which total constituted a quorum for the Annual Meeting. In deciding all matters at the Annual Meeting, each holder of common stock of Velodyne was entitled to one vote for each share of common stock held as of the close of business on the record date.

The matters voted on at the Annual Meeting are summarized below, and the votes cast with respect to each such matter are set forth below.

Election of Directors. The following nominees were elected by the holders of our common stock to serve as Class II directors to hold office until our 2025 annual meeting of stockholders and until their successors have been duly elected and qualified.
NomineeForWithheldBroker Non-Votes
Virginia Boulet69,945,73320,568,66839,238,331
Andy Mattes70,502,32220,012,07939,238,331
The two nominees were elected to the Board of Directors and will serve until the 2025 annual meeting of stockholders and until his or her successor is elected or appointed. In addition, Mr. Mattes was appointed to the Audit Committee, effective as of June 16, 2022.

Ratification of independent registered public accounting firm. The appointment of KPMG LLP as our independent registered public accounting firm for the year ending December 31, 2022 was ratified based on the following results of voting:
ForAgainstAbstainBroker Non-Votes
108,009,44521,565,663177,6240
Advisory Vote on Compensation of Named Executive Officers. On an advisory basis, the compensation of our named executive officers for the year ended December 31, 2021, as disclosed in our proxy statement for our Annual Meeting, was approved by our stockholders based on the following results of voting:
ForAgainstAbstainBroker Non-Votes
66,667,36223,591,268255,77139,238,331
Advisory Vote on the Frequency of Stockholder Vote on Executive Compensation. On an advisory basis, the stockholders indicated their preference that an advisory vote on executive compensation occur annually based on the following results of voting:
1 Year2 Years3 YearsAbstainBroker Non-Votes
68,742,0601,350,867629,71419,791,76039,238,331
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SIGNATURE

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.


VELODYNE LIDAR, INC.
By:/s/ Daniel Horwood
Daniel Horwood
General Counsel and Secretary
Date: June 21, 2022
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