Proto Labs Inc.

05/20/2026 | Press release | Distributed by Public on 05/20/2026 13:38

Proxy Results, Management Change/Compensation (Form 8-K)

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on May 19, 2026, the shareholders of Proto Labs, Inc. (the "Company") approved an amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan (the "2022 Plan"), which increased the number of shares available for issuance pursuant to awards under the 2022 Plan by an additional 395,000 shares.
A description of the 2022 Plan, as amended, was included in the Company's definitive proxy statement for its annual meeting of shareholders filed with the Securities and Exchange Commission on April 8, 2026, and a copy of the 2022 Plan, as amended, is filed hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 19, 2026 (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders elected all seven persons nominated by the Company's board of directors to serve as directors until the next Annual Meeting of Shareholders or until their successors are elected and duly qualified. The Company's shareholders also ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026, approved an advisory vote on the compensation of the Company's executive officers, selected one year for the advisory vote on the frequency of future advisory votes on compensation paid to the Company's executive officers, and approved the amendment to the 2022 Plan. Set forth below are the final voting results for each of the proposals.
Proposal 1. Election of Directors.
Name For Against Abstain Broker Non-Votes
Suresh Krishna 19,001,247 238,228 16,948 1,714,507
Archie C. Black 16,069,255 3,169,101 18,067 1,714,507
Sujeet Chand 17,745,107 1,491,993 19,323 1,714,507
Moonhie Chin 16,545,238 2,692,532 18,653 1,714,507
Rainer Gawlick 18,678,436 559,628 18,359 1,714,507
Donald G. Krantz 16,692,697 2,554,437 9,289 1,714,507
Sven A. Wehrwein 18,177,805 1,060,520 18,098 1,714,507
Proposal 2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
For Against Abstain Broker Non-Votes
20,526,343 431,696 12,891 -
Proposal 3. Advisory approval of executive compensation.
For Against Abstain Broker Non-Votes
15,830,565 3,405,377 20,481 1,714,507
Proposal 4. Frequency of future advisory votes on the approval of executive compensation.
One Year Two Years Three Years Abstain
17,972,937 3,920 1,270,218 9,348
The Company has considered the outcome of Proposal 4 and determined that the Company will hold future advisory votes on the compensation of the Company's executives annually (i.e., every year) until the occurrence of the next advisory vote on the frequency of shareholder votes on the compensation of the Company's executives.
Proposal 5. Approval of the amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan.
For Against Abstain Broker Non-Votes
18,788,716 456,309 11,398 1,714,507
Proto Labs Inc. published this content on May 20, 2026, and is solely responsible for the information contained herein. Distributed via EDGAR on May 20, 2026 at 19:39 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]