---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-271070"
form_type: "8-K"
ticker: "VELO"
cik: "0001825079"
company_name: "Velo3D, Inc."
filed_at: "2026-06-15T20:05:57+00:00"
generated_at: "2026-06-15T20:08:06.989742+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Velo3D shareholders approve 2.86M share increase to equity incentive plan; re-elect two directors

## Summary
- Shareholders approved amendment to 2021 Equity Incentive Plan: increase authorized shares by 2,860,000, raise ISO cap to 10M, require stockholder approval for option/SAR repricing.
- Elected Stefan Krause and Lily Mei as Class II directors for three-year terms through 2029.
- Ratified Frank, Rimerman + Co. LLP as auditor for FY2026 (16,468,881 for, 78,992 against).
- Advisory vote on executive compensation approved; say-on-pay frequency set to annual.
- Plan amendment passed with 10,856,373 votes for, 636,722 against, 5,095,389 broker non-votes.

## SEC filing metadata
- accession: 0001193125-26-271070
- form_type: 8-K
- ticker: VELO
- cik: 0001825079
- company_name: Velo3D, Inc.
- filed_at: 2026-06-15T20:05:57+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1825079/000119312526271070/0001193125-26-271070-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1825079/000119312526271070/velo-20260610.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-271070
- JSON: https://secwatch.observer/filing/0001193125-26-271070.json
- Plain text: https://secwatch.observer/filing/0001193125-26-271070.txt

## Key facts
- Shareholder Votes
  Velo3D, Inc. shareholders approved Approval of amendment to 2021 Equity Incentive Plan to increase authorized shares by 2,860,000.
  - Proposal: equity plan
  - Outcome: passed
  source text: As a result, the stockholders approved the amendment to the 2021 Equity Incentive Plan to, among other things, increase the number of shares of common stock authorized for issuance thereunder by 2,860,000 shares.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000119312526271070/0001193125-26-271070-index.htm
- Shareholder Votes
  Velo3D, Inc. shareholders approved Advisory vote on frequency of say-on-pay.
  - Proposal: say on pay frequency
  - Outcome: passed
  source text: As a result, the stockholders approved, on an advisory (non-binding) basis, the preferred frequency of one year for future advisory votes on the Company's executive compensation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000119312526271070/0001193125-26-271070-index.htm
- Shareholder Votes
  Velo3D, Inc. shareholders approved Ratification of appointment of Frank, Rimerman + Co. LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-12-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-12-31
  source text: As a result, the stockholders ratified the appointment of Frank, Rimerman + Co. LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000119312526271070/0001193125-26-271070-index.htm
- Shareholder Votes
  Velo3D, Inc. shareholders approved Advisory vote to approve named executive officer compensation.
  - Proposal: say on pay
  - Outcome: passed
  source text: As a result, the stockholders approved, on an advisory (non-binding) basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000119312526271070/0001193125-26-271070-index.htm
- Shareholder Votes
  Velo3D, Inc. shareholders approved Election of two Class II directors.
  - Proposal: director election
  - Outcome: passed
  source text: As a result, the stockholders elected each of Stefan Krause and Lily Mei as Class II directors to serve until the 2029 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000119312526271070/0001193125-26-271070-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.