Velodyne Lidar, Inc. (VLDR) Misled Shareholders Regarding the Reasons for Director Departures
Velodyne become a public entity on September 29, 2020, when it merged with Graf Industrial Corp., a special purpose acquisition company. On January 13, 2021, Velodyne filed a Form 8-K with the SEC stating that David Hall had “voluntarily transitioned from serving as an employee and executive officer of the Company to a non-executive role.” Then, on January 22, 2021, in another Form 8-K, Velodyne stated that Barbara Samardzich “would not stand for re-election as a Class I director at the Company’s 2021 annual meeting” and that her decision “was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.” On February 18, 2021, Velodyne filed yet another 8-K acknowledging that James A. Graf had resigned as a director and that his “decision to resign was not a result of any disagreement with the Company.”
On February 22, 2021, Velodyne announced that the Board had “removed David Hall as Chairman of the Board and terminated Marta Hall’s employment as Chief Marketing Officer of the Company” after the Audit Committee’s investigation “concluded that Mr. Hall and Ms. Hall each behaved inappropriately with regard to certain Board and Company processes, and failed to operate with respect, honesty, integrity, and candor in their dealings with Company officers and directors.” The Company also announced that Velodyne’s Board formally censured Mr. Hall and Ms. Hall, but that they would remain directors at Velodyne.
On this news, Velodyne’s common stock fell $3.14, or approximately 15%, to close at $17.97 per share on February 22, 2021. Velodyne’s warrants fell $1.47, or approximately 20%, to close at $5.90 per warrant on February 22, 2021.
