Proto Labs Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$PRLB
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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
Date of Report (Date of earliest event reported): May 19, 2026
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Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
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| 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 | ||||||||||||||||||||
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d)Exhibits
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
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 20, 2026 | By: | /s/ Daniel Schumacher | |||||||||||
| Daniel Schumacher | ||||||||||||||
| Chief Financial Officer | ||||||||||||||