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 18, 2017

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)

 

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))

 

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 18, 2017 (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, 2017, and approved an advisory vote on the compensation of the Company’s executive officers as disclosed in the proxy statement for the Annual Meeting. Set forth below are the final voting results for each of the proposals.

 

Proposal 1. Election of Directors.

 

Name

 

For

 

Withheld

 

Broker Non-Votes

Victoria M. Holt

 

20,984,667

 

234,674

 

2,231,011

Archie C. Black

 

20,958,979

 

260,362

 

2,231,011

Sujeet Chand

 

20,981,486

 

237,855

 

2,231,011

Rainer Gawlick

 

20,958,348

 

260,993

 

2,231,011

John B. Goodman

 

20,923,045

 

296,296

 

2,231,011

Donald G. Krantz

 

20,996,951

 

222,390

 

2,231,011

Sven A. Wehrwein

 

20,956,836

 

262,505

 

2,231,011

 

Proposal 2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

23,321,822

 

45,041

 

83,489

 

0

 

Proposal 3. Advisory approval of executive compensation.

 

For

 

Against

 

Abstain

 

Broker Non-Votes

19,801,058

 

1,250,437

 

167,846

 

2,231,011

 

2

 

 

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 18, 2017

 

/s/ Victoria M. Holt

 

 

 

Victoria M. Holt

 

 

 

President and Chief Executive Officer