---
schema_version: "secwatch.filing_event.v1"
accession: "0001825079-23-000025"
form_type: "8-K"
ticker: "VELO"
cik: "0001825079"
company_name: "Velo3D, Inc."
filed_at: "2023-06-09T23:59:59+00:00"
generated_at: "2026-06-14T04:12:40.771447+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Velo3D shareholders approve officer exculpation, elect directors, ratify PwC

## Summary
- Approved charter amendment to permit exculpation of certain officers; vote 127.7M for, 0.7M against.
- Elected Class II directors Michael Idelchik, Stefan Krause, Ellen Smith each to three-year term.
- Ratified PricewaterhouseCoopers as independent auditor for 2023; 148.7M votes for, 0.1M against.

## SEC filing metadata
- accession: 0001825079-23-000025
- form_type: 8-K
- ticker: VELO
- cik: 0001825079
- company_name: Velo3D, Inc.
- filed_at: 2023-06-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000025/0001825079-23-000025-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000025/vld-20230608.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001825079-23-000025
- JSON: https://secwatch.observer/filing/0001825079-23-000025.json
- Plain text: https://secwatch.observer/filing/0001825079-23-000025.txt

## Key facts
- Governance Changes
  Velo3D, Inc.: Amended certificate of incorporation to permit exculpation of certain officers from liability in specific circumstances (effective 2023-06-08).
  - Change: charter amendment
  - Effective: 2023-06-08
  source text: on June 8, 2023, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Velo3D, Inc. (the “Company”), the Company’s stockholders approved a certificate of amendment (the “Certificate of Amendment”) to the Company’s certificate of incorporation to permit the exculpation of certain of the Company’s officers from liability in specific circumstances. On June 8, 2023, the Company filed with the Secretary of State of the State of Delaware the Certificate of Amendment.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000025/0001825079-23-000025-index.htm
- Shareholder Votes
  Velo3D, Inc. shareholders approved Approval of an amendment to the Company's Certificate of Incorporation to permit the exculpation of certain officers at the 2023-06-08 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 3: Approval of an Amendment to the Company's Certificate of Incorporation to Permit the Exculpation of Officers. Votes For Votes Against Abstentions Broker Non-Votes 127,726,011 673,792 106,135 20,400,533 As a result, the stockholders approved the Certificate of Amendment to permit the exculpation of certain officers of the Company.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000025/0001825079-23-000025-index.htm
- Shareholder Votes
  Velo3D, Inc. shareholders approved Ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the year ending December 31, 2023 at the 2023-06-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm. Votes For Votes Against Abstentions 148,719,225 148,427 38,819 As a result, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023. There were no broker non-votes on this matter.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000025/0001825079-23-000025-index.htm
- Shareholder Votes
  Velo3D, Inc. shareholders approved Election of three Class II directors of the Company, each to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified at the 2023-06-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-06-08
  source text: Proposal 1: Election of Directors. Nominee Votes For Votes Withheld Broker Non-Votes Michael Idelchik 112,383,665 16,122,273 20,400,533 Stefan Krause 128,106,349 399,589 20,400,533 Ellen Smith 127,256,561 1,249,377 20,400,533 As a result, the stockholders elected each of Michael Idelchik, Stefan Krause and Ellen Smith as Class II directors to serve until the 2026 Annual Meeting of Stockholders and until such director's successor is duly elected and qualified.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1825079/000182507923000025/0001825079-23-000025-index.htm

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