0001443669FALSE00014436692024-05-232024-05-23

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 23, 2024
Proto Labs, Inc.
(Exact name of registrant as specified in its charter)
Minnesota001-3543541-1939628
(State or other jurisdiction
of incorporation)		(Commission File Number)(IRS Employer
Identification Number)
5540 Pioneer Creek Drive
Maple Plain, Minnesota
55359
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:
  (763) 479-3680
Not Applicable
(Former name or former address, if changed since last report)
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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, Par Value $0.001 Per SharePRLBNew York Stock Exchange
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 ☐
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 5.02.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 23, 2024, the shareholders of Proto Labs, Inc. (the “Company”) approved the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan, which increased the number of shares available for issuance pursuant to awards under the plan by an additional 430,000 shares, added a minimum vesting requirement, and extended the expiration date so that the term of the plan runs for ten years from the date of the shareholder approval.
A description of the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan, as amended, was included in the Company’s proxy statement for its annual meeting of shareholders filed with the Securities and Exchange Commission on April 12, 2024. A copy of the Proto Labs, Inc. 2022 Long-Term Incentive Plan, as amended, is to be filed as an exhibit to the Company's next Quarterly Report on Form 10-Q.

Item 5.07.Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 23, 2024 (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, 2024, approved an advisory vote on the compensation of the Company’s executive officers and approved the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan. Set forth below are the final voting results for each of the proposals.
Proposal 1. Election of Directors.

NameForAgainstAbstainBroker Non-Votes
Robert Bodor19,320,598 230,225 9,903 2,524,059 
Archie C. Black16,982,982 2,565,194 12,550 2,524,059 
Sujeet Chand17,286,158 2,262,210 12,358 2,524,059 
Moonhie Chin17,592,740 1,955,566 12,420 2,524,059 
Rainer Gawlick18,990,298 558,232 12,196 2,524,059 
Stacy Greiner19,338,537 209,882 12,307 2,524,059 
Donald G. Krantz17,677,021 1,872,899 10,806 2,524,059 
Sven A. Wehrwein18,415,592 1,132,676 12,458 2,524,059 

Proposal 2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.

ForAgainstAbstainBroker Non-Votes
21,837,968 200,290 46,527 — 

Proposal 3. Advisory approval of executive compensation.

ForAgainstAbstainBroker Non-Votes
16,941,622 2,567,395 51,709 2,524,059 



Proposal 4. Approval of the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan.

ForAgainstAbstainBroker Non-Votes
19,080,565 433,760 46,401 2,524,059 


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 24, 2024By:/s/ Robert Bodor
Robert Bodor
President and Chief Executive Officer

v3.24.1.1.u2
Cover
May 23, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date May 23, 2024
Entity Registrant Name Proto Labs, Inc.
Entity Incorporation, State or Country Code MN
Entity File Number 001-35435
Entity Tax Identification Number 41-1939628
Entity Address, Address Line One 5540 Pioneer Creek Drive
Entity Address, City or Town Maple Plain
Entity Address, State or Province MN
Entity Address, Postal Zip Code 55359
City Area Code (763)
Local Phone Number 479-3680
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, Par Value $0.001 Per Share
Trading Symbol PRLB
Security Exchange Name NYSE
Entity Emerging Growth Company false
Entity Central Index Key 0001443669
Amendment Flag false
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