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
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May 20, 2015 |
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Date of report (Date of earliest event reported) |
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PROTO LABS, INC. |
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(Exact Name of Registrant as Specified in its Charter) |
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Minnesota |
001-35435 |
41-1939628 |
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(State of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
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5540 Pioneer Creek Drive
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55359 |
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(Address of Principal Executive Offices) |
(Zip Code) |
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(763) 479-3680 |
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(Registrant’s Telephone Number, Including Area Code) |
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Not Applicable |
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(Former Name or Former Address, if Changed Since Last Report) |
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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 ( see General Instruction A.2. below):
☐ 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))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On May 20, 2015, the shareholders of Proto Labs, Inc. (the “Company”) approved an amendment to the Company’s Third Amended and Restated Articles of Incorporation to require that directors receive a majority of the votes cast in order to be elected to the board of directors. The Articles of Amendment were filed with the Secretary of State of Minnesota on May 20, 2015, and became effective on that date. The Articles of Amendment are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Shareholders on May 20, 2015 (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, 2015, approved an advisory vote on the compensation of the Company’s executive officers as disclosed in the proxy statement for the Annual Meeting and approved an amendment to the Company’s Third Amended and Restated Articles of Incorporation. Set forth below are the final voting results for each of the proposals.
Proposal 1. Election of Directors .
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Name |
For |
Withheld |
Broker Non-Votes |
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Lawrence J. Lukis |
20,997,675 |
473,282 |
2,954,488 |
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Victoria M. Holt |
21,266,439 |
204,518 |
2,954,488 |
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Rainer Gawlick |
21,282,534 |
188,423 |
2,954,488 |
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John B. Goodman |
21,060,517 |
410,440 |
2,954,488 |
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Douglas W. Kohrs |
21,272,396 |
198,561 |
2,954,488 |
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Brian K. Smith |
21,273,097 |
197,860 |
2,954,488 |
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Sven A. Wehrwein |
21,281,619 |
189,338 |
2,954,488 |
Proposal 2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2015.
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For |
Against |
Abstain |
Broker Non-Votes |
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24,351,273 |
45,463 |
28,709 |
0 |
Proposal 3. Advisory approval of executive compensation.
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For |
Against |
Abstain |
Broker Non-Votes |
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21,201,287 |
163,571 |
106,099 |
2,954,488 |
Proposal 4. Amendment to the Third Amended and Restated Articles of Incorporation.
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For |
Against |
Abstain |
Broker Non-Votes |
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21,429,764 |
12,461 |
28,732 |
2,954,488 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The following exhibits are filed as part of this Current Report on Form 8-K:
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Exhibit No. |
Description |
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3.1 |
Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 2015. |
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.
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PROTO LABS, INC. |
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Date: May 21, 2015 |
/s/ Victoria M. Holt |
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Victoria M. Holt |
| President and Chief Executive Officer |
EXHIBIT INDEX
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Exhibit No. |
Description |
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3.1 |
Articles of Amendment to Third Amended and Restated Articles of Incorporation of Proto Labs, Inc. dated May 20, 2015. |
5
Exhibit 3.1
ARTICLES OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
PROTO LABS, INC.
The undersigned, Victoria M. Holt, President and Chief Executive Officer of Proto Labs, Inc., a Minnesota corporation (the “Corporation”), hereby certifies that:
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(i) |
The name of the Corporation is Proto Labs, Inc. |
(ii) The Corporation’s Third Amended and Restated Articles of Incorporation have been amended to cause a new Article X to be added to read as follows:
“ ARTICLE X
Except with respect to the election of directors, the shareholders shall take action at a meeting of shareholders by the affirmative vote of a majority of the voting power of the shares present and entitled to vote or such larger proportion or number as is required by law or these Articles of Incorporation. Subject to the rights, if any, of the holders of one or more classes or series of preferred stock issued by the Corporation, voting separately by class or series to elect directors in accordance with the terms of such preferred stock, each director shall be elected at a meeting of shareholders by the vote of the majority of the votes cast with respect to the director, provided that directors shall be elected by a plurality of the votes present and entitled to vote on the election of directors at any such meeting for which the number of nominees (other than nominees withdrawn on or prior to the day preceding the date the Corporation first mails its notice for such meeting to the shareholders) exceeds the number of directors to be elected. For purposes of this Article X, action at a meeting shall mean action at a meeting which satisfies the notice and quorum requirements imposed by the By-Laws of the Corporation, except as otherwise provided by law, and a majority of the votes cast means that the votes entitled to be cast by the holders of all then outstanding shares of capital stock of the Corporation with respect to the election of a director nominee that are voted “for” such nominee must exceed the votes that are voted “against” that director by the holders of outstanding shares of the Corporation’s capital stock entitled to cast a vote with respect to the election of such director nominee.”
(iii) The amendment described herein has been approved and adopted pursuant to Chapter 302A of the Minnesota Statutes.
IN WITNESS WHEREOF, I have subscribed my name as of May 20, 2015.
| /s/ Victoria M. Holt | |
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Victoria M. Holt President and Chief Executive Officer |