Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers

On January 23, 2023, Michael Dee delivered notice to the board of directors (the "Board") of Velodyne Lidar, Inc. (the "Company") of his resignation as a member of the Board, effective immediately. Mr. Dee had resigned as the Chairman and from all committees in July 2022.

Mr. Dee has previously criticized the Board and management and voiced his concerns about his considerable differences of opinion with certain Board members and management.

In accordance with the requirements of Item 5.02 of Form 8-K, the Company has provided Mr. Dee a copy of the disclosures it is making in this Item 5.02 report no later than the day of filing this Form 8-K with the Securities and Exchange Commission.



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Item 9.01. Financial Statements and Exhibits.




(d) Exhibits

Exhibit
  No.       Description

17.1          Letter from Michael Dee to the Board of Directors, dated January 23,
            2023

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).



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