Item 5.07. Submission of Matters to a Vote of Security Holders.

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.

Votes For Votes Against Abstentions Broker Non-Votes 128,628,811 2,744,589 1,090,434

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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.

 Votes For    Votes Against   Abstentions   Broker Non-Votes
118,803,862     9,130,748      4,529,224           -

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.

Votes For Votes Against Abstentions Broker Non-Votes 117,433,456 11,138,645 3,891,733

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