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3D Systems (NYSE: DDD) holders back share increase and incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

3D Systems Corporation reported results of its Annual Meeting of Stockholders held on May 14, 2026. Stockholders approved an amendment to the Certificate of Incorporation increasing authorized common shares from 220,000,000 to 440,000,000. They also approved an amendment and restatement of the 2015 Incentive Plan, adding 4,000,000 shares to the award pool and extending the plan’s term until March 26, 2036.

All nominated directors were elected and stockholders gave advisory approval to 2025 executive compensation. Deloitte & Touche LLP was ratified as independent auditor for the year ending December 31, 2026. A total of 83,297,926 shares were present or represented by proxy, about 57.03% of the 146,057,215 shares entitled to vote.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Authorized common shares 440,000,000 shares Increased from 220,000,000 via Charter Amendment
Incentive plan share pool increase 4,000,000 shares Additional shares available under 2015 Incentive Plan
Plan term Until March 26, 2036 Extended term of 2015 Incentive Plan
Shares entitled to vote 146,057,215 shares Common stock entitled to vote at Annual Meeting
Shares present or by proxy 83,297,926 shares Approximately 57.03% of shares entitled to vote
Charter Amendment votes for 65,551,185 votes Approval of authorized share increase
Say-on-pay votes for 46,435,696 votes Advisory approval of 2025 executive compensation
Annual Meeting of Stockholders financial
"On May 14, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”)."
2015 Incentive Plan financial
"approved an amendment and restatement of the Company’s 2015 Incentive Plan"
Charter Amendment regulatory
"approved the Charter Amendment, which increases the total number of authorized shares of Common Stock"
A charter amendment is a formal change to a corporation’s founding document — its legal rulebook that sets basic structure, powers and shareholder rights. Investors care because amending the charter can alter voting rules, share classes, dividend policies or takeover protections, which can change how value and control are distributed; think of it as revising a building’s blueprint that affects who owns which rooms and who can remodel next.
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Understanding 8-K Material Events →
0000910638false12/3100009106382026-05-142026-05-14

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 ACT OF 1934

Date of Report (Date of earliest event reported): May 14, 2026

3D SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
001-34220
95-4431352
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)

333 Three D Systems Circle
Rock Hill, South Carolina 29730
(Address of Principal Executive Offices) (Zip Code)

(803) 326-3900
(Registrant's telephone number, including area code)

N/A
(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))

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 shareDDDNew 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. o


Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 14, 2026, as described below under Item 5.07 of this Current Report on Form 8-K, the stockholders of 3D Systems Corporation (the “Company”) approved an amendment and restatement (the “Amendment and Restatement”) of the Company’s 2015 Incentive Plan (as amended and restated, the “Plan”). The Board of Directors of the Company previously adopted the Amendment and Restatement on March 27, 2026, subject to stockholder approval. The Amendment and Restatement (i) adds 4,000,000 new shares of common stock, par value $0.001 per share (“Common Stock”) to the pool of shares available for awards and (ii) extends the term of the Plan until March 26, 2036.

The material terms of the Plan are described in “Proposal 5: Approval of the Amendment and Restatement of the 2015 Incentive Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2026, which description is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 14, 2026, the Company’s stockholders approved an amendment to the Company’s Certificate of Incorporation to amend Article FOURTH thereof to increase the number of shares of Common Stock that the Company is authorized to issue by 220,000,000 from 220,000,000 to 440,000,000 (the “Charter Amendment”). The Board of Directors of the Company previously adopted the Charter Amendment on March 27, 2026, subject to stockholder approval.

The foregoing description of the Charter Amendment is qualified in its entirety by reference to the full text of the Charter Amendment, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference. The Charter Amendment became effective upon filing with the Secretary of State of the State of Delaware on May 14, 2026.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 14, 2026, the Company held its Annual Meeting of Stockholders (the “Annual Meeting”). A total of 83,297,926 shares of Common Stock were present in person or represented by proxy at the Annual Meeting, consisting of approximately 57.03% of the 146,057,215 shares entitled to vote. The final votes on the proposals presented at the Annual Meeting are as follows:

Proposal One:

As set forth below, the Company’s stockholders elected the following directors to serve until the next annual meeting and until their successors are elected and qualified:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
Nominees for Election to Board of Directors
Malissia R. Clinton46,456,697 4,986,670 249,169 31,605,390 
Claudia N. Drayton46,562,684 4,865,623 264,229 31,605,390 
Thomas W. Erickson46,998,468 4,218,526 475,542 31,605,390 
Dr. Jeffrey A. Graves47,492,647 3,958,228 241,661 31,605,390 
Jim D. Kever47,195,215 3,967,651 529,670 31,605,390 
Charles G. McClure, Jr.47,247,397 3,946,921 498,218 31,605,390 
Kevin S. Moore46,914,700 4,266,108 511,728 31,605,390 
Dr. Vasant Padmanabhan46,588,720 4,616,508 487,308 31,605,390 
Dr. John J. Tracy47,039,045 4,145,648 507,843 31,605,390 










Proposal Two:

As set forth below, the Company’s stockholders approved, on an advisory basis, the compensation paid to the Company’s named executive officers in 2025:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
46,435,6964,550,641706,19931,605,390

Proposal Three:

As set forth below, the Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
80,935,5501,984,069378,307—

Proposal Four:

As set forth below, the Company’s stockholders approved the Charter Amendment, which increases the total number of authorized shares of Common Stock from 220,000,000 to 440,000,000 shares:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
65,551,18517,366,747379,994—

Proposal Five:

As set forth below, the Company’s stockholders approved the Amendment and Restatement of the Plan, which, among other things, increases the number of shares for issuance thereunder by 4,000,000 shares and extends the term of the Plan until March 26, 2036:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
36,377,39715,077,286237,85331,605,390

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1
Certificate of Amendment of Certificate of Incorporation filed with the Secretary of State of Delaware on May 14, 2026.
10.1
2015 Incentive Plan of 3D Systems Corporation, as amended and restated effective May 14, 2026.
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.

 3D SYSTEMS CORPORATION
  
Date: May 15, 2026
 /s/ Jeffrey A. Graves
  Jeffrey A. Graves
  President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What capital structure change did 3D Systems (DDD) stockholders approve?

Stockholders approved a major increase in authorized common shares. The amendment to the Certificate of Incorporation raised authorized common stock from 220,000,000 to 440,000,000 shares, expanding the company’s capacity to issue additional equity in the future if it chooses.

What happened to 3D Systems’ 2015 Incentive Plan at the 2026 meeting?

Investors approved an amendment and restatement of the 2015 Incentive Plan. The changes add 4,000,000 shares of common stock available for awards and extend the plan’s term until March 26, 2036, supporting long-term equity-based compensation programs.

How many 3D Systems shares were represented at the 2026 Annual Meeting?

A total of 83,297,926 shares were present or represented by proxy. This represented approximately 57.03% of the 146,057,215 shares of common stock entitled to vote at the Annual Meeting held on May 14, 2026.

Did 3D Systems (DDD) stockholders approve executive compensation for 2025?

Yes, stockholders approved 2025 executive compensation on an advisory basis. The say-on-pay vote received 46,435,696 votes for, 4,550,641 against, and 706,199 abstentions, with 31,605,390 broker non-votes recorded on the proposal.

Which auditor did 3D Systems stockholders ratify for fiscal 2026?

Stockholders ratified Deloitte & Touche LLP as independent auditor. The ratification for the year ending December 31, 2026 received 80,935,550 votes for, 1,984,069 against, and 378,307 abstentions, with no broker non-votes on this proposal.

Were all 3D Systems board nominees elected at the 2026 Annual Meeting?

Yes, all nominated directors were elected to the board. Each nominee, including Jeffrey A. Graves and the other directors listed, received more votes for than against, along with additional abstentions and broker non-votes as disclosed in the voting results.

How did 3D Systems (DDD) stockholders vote on the Charter Amendment?

Stockholders approved the Charter Amendment to increase authorized shares. The proposal received 65,551,185 votes for, 17,366,747 against, and 379,994 abstentions, with no broker non-votes reported on this specific charter change proposal.

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