[8-K] Xometry, Inc. Reports Material Event

Rhea-AI Filing Summary

Xometry, Inc. (Nasdaq: XMTR) filed an 8-K to disclose the voting results of its 2025 Annual Meeting of Stockholders held on 18 June 2025. The meeting covered three routine governance matters—all of which received strong shareholder support.

• Director election (Class I): Co-founder & CEO Randolph Altschuler was re-elected to the Board until the 2028 AGM. Votes FOR: 64,396,222; WITHHELD: 5,822,012; BROKER NON-VOTES: 4,373,305, implying c. 92 % support of votes cast.
• Say-on-pay (advisory): Compensation of named executive officers was approved by 68,132,494 votes FOR versus 2,035,694 AGAINST and 50,046 ABSTAIN—roughly 96 % shareholder approval. The company will continue holding say-on-pay votes annually, consistent with prior practice.
• Auditor ratification: Deloitte & Touche LLP was reappointed as independent auditor for FY-2025 with near-unanimous support (FOR: 74,561,074; AGAINST: 4,030; ABSTAIN: 26,435).

No other matters were brought before the meeting, and no financial results, strategic transactions, or operational updates were disclosed in this filing. The 8-K therefore conveys standard corporate-governance information; while positive in demonstrating strong shareholder alignment, it is unlikely to be a material catalyst for XMTR’s share price.

Positive

• Over 90 % shareholder approval for director re-election signals investor confidence in leadership.
• 96 % support for executive compensation reduces risk of future say-on-pay challenges.
• Auditor ratification with >99 % votes FOR ensures continuity and eliminates audit-change uncertainty.

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: All governance proposals passed comfortably; reflects solid shareholder alignment, but routine and unlikely to shift valuation.

From a governance lens, the 2025 AGM results are clean. Re-electing the CEO to the Board with ~92 % support suggests confidence in leadership despite the concentration of power. The near-96 % say-on-pay approval indicates investors believe the pay structure is aligned with performance metrics previously outlined in the proxy. Finally, retaining Deloitte removes any uncertainty around auditor transition risk. No shareholder activism signals were observed. Overall, the outcome preserves governance stability but offers no incremental strategic information.

Portfolio Manager

TL;DR: Routine AGM; strong support confirms status quo, no immediate portfolio action warranted.

From a capital-markets perspective, the filing is neutral. High approval rates remove the overhang of potential director or compensation disputes, but they do not introduce catalysts such as guidance revisions or capital-allocation changes. Liquidity, cash flow, and growth outlook remain unaddressed. Consequently, the event does not alter my investment thesis or weighting in XMTR. I consider the disclosure not impactful for near-term share performance.

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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): June 18, 2025

Xometry, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware			001-40546	32-0415449
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
6116 Executive Blvd, Suite 800
North Bethesda, Maryland				20852
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: (240) 252-1138

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 class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, par value $0.000001 per share		XMTR		Nasdaq Global Select Market

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

Xometry, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders on June 18, 2025 (the “Meeting”). At the Meeting, the Company’s stockholders voted on the three proposals set forth below. A detailed description of each proposal is set forth in the Company’s 2025 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 29, 2025 (the “Proxy Statement”).

At the Meeting, the Company’s stockholders elected the person nominated by the Company’s board of directors (the “Board”) to serve as a Class I director until the Company’s 2028 Annual Meeting of Stockholders and until the director’s successor is duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The Company’s stockholders also (1) approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement, and (2) ratified the selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. Based on the results of the stockholder vote on the frequency of future non-binding advisory votes to approve the compensation of the Company’s named executive officers during the Company’s annual meeting of stockholders in 2023, and consistent with the Board’s recommendation, the Company holds an advisory vote to approve the compensation of its named executive officers on an annual basis until the next required advisory vote on the frequency of holding future votes regarding the compensation of the Company's named executive officers.

The final voting results for each of the proposals are set forth below.

Proposal 1. Election of Directors.

Name		For		Withheld		Broker Non-Votes
Randolph Altschuler		64,396,222		5,822,012		4,373,305

Proposal 2. Approval, on an Advisory Basis, of the Compensation of the Company’s Named Executive Officers.

For		Against		Abstain		Broker Non-Votes
68,132,494		2,035,694		50,046		4,373,305

Proposal 3. Ratification of the selection of Deloitte and Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

For		Against		Abstain
74,561,074		4,030		26,435

Item 9.01 Financial Statements and Exhibits.

Exhibit No.	Description
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 thereunto duly authorized.

			XOMETRY, INC.
Date:	June 20, 2025	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

FAQ

What did Xometry (XMTR) disclose in its June 18 2025 Form 8-K?

The 8-K reports voting results of the 2025 Annual Meeting covering director election, say-on-pay approval, and auditor ratification.

Who was re-elected to Xometry’s board in 2025?

CEO Randolph Altschuler was re-elected as a Class I director until the 2028 AGM.

How did shareholders vote on Xometry’s executive compensation?

Approximately 96 % of votes were cast in favor of the advisory say-on-pay proposal (68.1 M FOR vs. 2.0 M AGAINST).

Was Deloitte & Touche retained as Xometry’s auditor?

Yes, Deloitte received 74.6 M FOR votes against only 4,030 AGAINST, ratifying its appointment for FY-2025.

Does the filing include any financial performance data or guidance?

No. The 8-K is limited to shareholder voting outcomes and contains no earnings or outlook information.