prlb20200514_8k.htm
false 0001443669 0001443669 2020-05-19 2020-05-19
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 
May 19, 2020
Date of report (Date of earliest event reported)
 
PROTO LABS, INC.
(Exact Name of Registrant as Specified in its Charter)
 
Minnesota
  
001-35435
  
41-1939628
(State of Incorporation)
  
(Commission File Number)
  
(I.R.S. Employer Identification No.)
 
5540 Pioneer Creek Drive
Maple Plain, Minnesota
  
55359
(Address of Principal Executive Offices)
  
(Zip Code)
     
(763) 479-3680
      
(Registrant’s Telephone Number, Including Area Code)
      
       
Not Applicable
    
(Former Name or Former Address, if Changed Since Last Report)
    
 
 
Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, Par Value $0.001 Per Share
PRLB
New York Stock Exchange
 
 
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:
 
☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
 
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. ☐
 
 
 
 
Item 5.07. Submission of Matters to a Vote of Security Holders.
 
The Company held its Annual Meeting of Shareholders on May 19, 2020 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders elected all eight 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, 2020, approved an advisory vote on the compensation of the Company’s executive officers as disclosed in the proxy statement for the Annual Meeting, and recommended a frequency of one year for future advisory votes on the compensation paid to the Company’s executive officers. 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
                 
Victoria M. Holt
  
23,066,998
   402,612  
8,303
  
1,608,347
Archie C. Black
  
23,253,511
   215,117  
9,285
  
1,608,347
Sujeet Chand
  
23,202,314
   264,028  
11,571
  
1,608,347
Moonhie Chin
  
23,392,069
   73,818  
12,026
  
1,608,347
Rainer Gawlick
  
23,076,820
   391,786  
9,307
   1,608,347
John B. Goodman
  
23,003,713
   464,668  
9,532
   1,608,347
Donald G. Krantz
  
23,117,314
   351,359  
9,240
   1,608,347
Sven A. Wehrwein
  
23,384,914
   83,677  
9,322
   1,608,347
 
Proposal 2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020.
 
For
  
Against
  
Abstain
  
Broker Non-Votes
             
24,804,059
  
272,924
  
9,277
 
 0
 
Proposal 3. Advisory approval of executive compensation.
 
For
  
Against
  
Abstain
  
Broker Non-Votes
             
23,168,142
  
211,010
  
98,761
 
 1,608,347
 
Proposal 4. Frequency of future advisory votes on the approval of executive compensation.
 
One Year
  
Two Years
  
Three Years
  
Abstain
21,635,790
  
12,944
  
1,756,435
  
72,744
 
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.
 
 
 
 
SIGNATURES
 
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.
 
PROTO LABS, INC.
Date: May 19, 2020
By:
/s/ Victoria M. Holt
Victoria M. Holt
President and Chief Executive Officer