VLDR Velodyne Lidar Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 10, 2023

(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:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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.  ☐

At a special meeting of stockholders (the “Special Meeting”) held on February 10, 2023, the stockholders of Velodyne Lidar, Inc. (“Velodyne”) voted on the proposals set forth below. The proposals are described in detail in Velodyne’s definitive proxy statement filed with the Securities and Exchange Commission (the “Commission”) on December 8, 2022 (as amended and supplemented, the “Proxy Statement”). The voting results regarding each proposal, as determined by Velodyne’s Inspector of Election, are set forth below. As of the close of business on December 5, 2022, the record date of the Special Meeting, there were 238,281,867 shares of common stock, par value $0.0001 per share, of Velodyne (“Velodyne Common Stock”), outstanding, each of which was entitled to one vote on each proposal at the Special Meeting. At the Special Meeting, a total of 132,463,834 shares of Velodyne Common Stock, representing approximately 55.59% of the outstanding shares of Velodyne Common Stock entitled to vote, were present or represented by proxy, constituting a quorum to conduct business.

Proposal No. 1: To adopt the Agreement and Plan of Merger, dated November 4, 2022 (as it may be amended from time to time, the “Merger Agreement”), by and among Velodyne, Ouster, Inc. (“Ouster”), Oban Merger Sub, Inc., a wholly owned subsidiary of Ouster, and Oban Merger Sub II LLC, a wholly owned subsidiary of Ouster (the “Merger Agreement Proposal”).

The Merger Agreement Proposal was approved by the requisite vote of Velodyne’s stockholders.

Proposal No. 2: To approve, on a non-binding advisory basis, the compensation that may be paid or become payable to Velodyne’s named executive officers that is based on or otherwise relates to the transactions contemplated by the Merger Agreement (the “Compensation Proposal”).

The Compensation Proposal was approved by the requisite vote of Velodyne’s stockholders.

Proposal No. 3: To approve the adjournment of the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement Proposal at the time of the Special Meeting or to ensure that any supplement or amendment to the Proxy Statement is timely provided to holders of shares of Velodyne Common Stock (the “Adjournment Proposal”).

Adjournment of the Special Meeting was deemed not necessary because there was a quorum present and there were sufficient proxies at the time of the Special Meeting to approve the Merger Agreement Proposal.

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.

Date: February 10, 2023