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Proto Labs (PRLB) holders back pay, auditor and 2022 incentive plan changes

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Proto Labs, Inc. reported the results of its Annual Meeting of Shareholders. Investors approved an amendment to the Amended and Restated 2022 Long-Term Incentive Plan, adding 395,000 shares available for equity awards to employees and directors.

Shareholders elected all seven board nominees, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and supported executive compensation in an advisory vote. They also chose an annual frequency for future advisory votes on executive pay.

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 5.07 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.
Additional incentive plan shares 395,000 shares Increase in shares available under Amended and Restated 2022 Long-Term Incentive Plan
Auditor ratification votes for 20,526,343 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Say-on-pay votes for 15,830,565 votes Advisory approval of executive compensation
Say-on-pay broker non-votes 1,714,507 votes Advisory vote on executive compensation
Frequency vote for one year 17,972,937 votes Preference for annual advisory votes on executive compensation
Incentive plan amendment votes for 18,788,716 votes Approval of amendment to 2022 Long-Term Incentive Plan
Director Suresh Krishna votes for 19,001,247 votes Election of director at Annual Meeting
Long-Term Incentive Plan financial
"approved an amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan"
A long-term incentive plan is a company program that pays executives or employees with stock, options, or cash tied to multi-year performance goals, where the rewards become theirs only after meeting conditions over time. Think of it as a delayed bonus or retirement-style reward that aligns employees’ interests with shareholders by encouraging them to boost long-term value; investors watch these plans because they affect pay costs, share dilution and management incentives.
independent registered public accounting firm financial
"ratified the selection of Ernst & Young 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.
advisory vote on the compensation of the Company’s executive officers financial
"approved an advisory vote on the compensation of the Company’s executive officers"
broker non-votes financial
"Broker Non-Votes 20,526,343 | 431,696 | 12,891 | — and 1,714,507 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.
Annual Meeting of Shareholders financial
"The Company held its Annual Meeting of Shareholders on May 19, 2026"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
0001443669FALSE00014436692026-05-192026-05-19

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
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 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.
NameForAgainstAbstainBroker Non-Votes
Suresh Krishna19,001,247238,22816,9481,714,507
Archie C. Black16,069,2553,169,10118,0671,714,507
Sujeet Chand17,745,1071,491,99319,3231,714,507
Moonhie Chin16,545,2382,692,53218,6531,714,507
Rainer Gawlick18,678,436559,62818,3591,714,507
Donald G. Krantz16,692,6972,554,4379,2891,714,507
Sven A. Wehrwein18,177,8051,060,52018,0981,714,507
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.
ForAgainstAbstainBroker Non-Votes
20,526,343431,69612,891—
Proposal 3. Advisory approval of executive compensation.
ForAgainstAbstainBroker Non-Votes
15,830,5653,405,37720,4811,714,507
Proposal 4. Frequency of future advisory votes on the approval of executive compensation.
One YearTwo YearsThree YearsAbstain
17,972,9373,9201,270,2189,348
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.
ForAgainstAbstainBroker Non-Votes
18,788,716456,30911,3981,714,507
Item 9.01.Financial Statements and Exhibits.
(d)Exhibits
10.1
Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan, as amended May 19, 2026
104Cover 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, 2026By:/s/ Daniel Schumacher
Daniel Schumacher
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Proto Labs (PRLB) shareholders approve regarding the 2022 Long-Term Incentive Plan?

Shareholders approved an amendment to the Amended and Restated 2022 Long-Term Incentive Plan, increasing shares available for issuance under the plan by 395,000 shares. The amended plan is referenced in the company’s proxy and filed as Exhibit 10.1.

Which directors were elected at the Proto Labs (PRLB) 2026 annual meeting?

All seven nominees were elected: Suresh Krishna, Archie C. Black, Sujeet Chand, Moonhie Chin, Rainer Gawlick, Donald G. Krantz, and Sven A. Wehrwein. Each will serve until the next annual meeting or until a successor is elected and qualified.

How did Proto Labs (PRLB) shareholders vote on executive compensation?

Shareholders gave advisory approval to executive compensation, with 15,830,565 votes for, 3,405,377 against, and 20,481 abstentions, plus 1,714,507 broker non-votes. This indicates overall support for the company’s pay practices as presented.

What audit firm did Proto Labs (PRLB) shareholders ratify for fiscal 2026?

Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 20,526,343 votes for, 431,696 against, and 12,891 abstentions, and no broker non-votes recorded.

How often will Proto Labs (PRLB) hold advisory votes on executive compensation?

Shareholders favored a one-year frequency for advisory votes on executive compensation, with 17,972,937 votes for one year, 3,920 for two years, 1,270,218 for three years, and 9,348 abstentions. The company decided to hold these votes annually going forward.

What were the vote results for Proto Labs (PRLB) incentive plan amendment approval?

The amendment to the 2022 Long-Term Incentive Plan received 18,788,716 votes for, 456,309 against, and 11,398 abstentions, with 1,714,507 broker non-votes. This approval allows the company to issue additional equity awards under the plan.

Filing Exhibits & Attachments

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