Xometry (NASDAQ: XMTR) holders approve board slate, say-on-pay and Deloitte ratification

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Xometry, Inc. held its 2026 Annual Meeting of Stockholders on June 16, 2026. Stockholders elected three Class II directors—Roy Azevedo, Fabio Rosati and Katharine Weymouth—to serve until the 2029 annual meeting and until their successors are elected and qualified.

Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and ratified the selection of Deloitte and Touche LLP as Xometry’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The company continues to hold an annual advisory vote on executive compensation, consistent with prior stockholder preferences and board recommendations.

8-K Event Classification

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

1 item

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.

Key Figures

Votes for Roy Azevedo: 71,923,642 votes Votes for Fabio Rosati: 64,954,369 votes Votes for Katharine Weymouth: 62,574,906 votes +4 more

7 metrics

Votes for Roy Azevedo 71,923,642 votes Election as Class II director at 2026 annual meeting

Votes for Fabio Rosati 64,954,369 votes Election as Class II director at 2026 annual meeting

Votes for Katharine Weymouth 62,574,906 votes Election as Class II director at 2026 annual meeting

Say-on-pay votes for 70,965,612 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 1,155,515 votes Advisory approval of named executive officer compensation

Auditor ratification votes for 76,747,556 votes Ratification of Deloitte and Touche LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 43,661 votes Ratification of Deloitte and Touche LLP for fiscal 2026

Key Terms

broker non-votes, non-binding advisory votes, independent registered public accounting firm, named executive officers, +1 more

5 terms

broker non-votes financial

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.

non-binding advisory votes regulatory

"the frequency of future non-binding advisory votes to approve the compensation"

independent registered public accounting firm regulatory

"as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

named executive officers financial

"the compensation of the Company’s named executive officers as disclosed in the Proxy Statement"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Annual Meeting of Stockholders regulatory

"held its 2026 Annual Meeting of Stockholders on June 16, 2026"

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Understanding 8-K Material Events →

06/18/2026 - 04:15 PM

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 16, 2026

    

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 2026 Annual Meeting of Stockholders on June 16, 2026 (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 2026 Proxy Statement filed with the U.S. Securities and Exchange Commission on April 29, 2026 with additional materials filed on May 21, 2026 (collectively the “Proxy Statement”).

At the Meeting, the Company’s stockholders elected the three persons nominated by the Company’s board of directors (the “Board”) to serve as Class II directors until the Company’s 2029 Annual Meeting of Stockholders and until each 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, 2026. 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

Roy Azevedo	71,923,642	234,367	4,648,244
Fabio Rosati	64,954,369	7,203,640	4,648,244
Katharine Weymouth	62,574,906	9,583,103	4,648,244

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


For	Against	Abstain	Broker Non-Votes

70,965,612	1,155,515	36,882	4,648,244

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, 2026.


For	Against	Abstain

76,747,556	43,661	15,036

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 18, 2026	By:	/s/ Randolph Altschuler
			Randolph Altschuler Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Xometry (XMTR) stockholders vote on at the 2026 annual meeting?

Stockholders voted on three items: electing three Class II directors, approving on an advisory basis the compensation of named executive officers, and ratifying Deloitte and Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Who was elected to Xometry (XMTR)’s board at the 2026 annual meeting?

Stockholders elected Roy Azevedo, Fabio Rosati and Katharine Weymouth as Class II directors. Each will serve until Xometry’s 2029 Annual Meeting of Stockholders and until a successor is duly elected and qualified, or earlier death, resignation or removal under the company’s governance framework.

How did Xometry (XMTR) stockholders vote on executive compensation in 2026?

Stockholders approved, on an advisory basis, the compensation of Xometry’s named executive officers. The proposal received 70,965,612 votes for, 1,155,515 against, 36,882 abstentions and 4,648,244 broker non-votes, reflecting continued support for the executive pay program disclosed in the 2026 proxy statement.

Which auditor did Xometry (XMTR) stockholders ratify for fiscal 2026?

Stockholders ratified the selection of Deloitte and Touche LLP as Xometry’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 76,747,556 votes for, 43,661 against and 15,036 abstentions, indicating strong support for retaining Deloitte.

What were the vote totals for Xometry (XMTR)’s director elections in 2026?

Roy Azevedo received 71,923,642 votes for and 234,367 withheld. Fabio Rosati received 64,954,369 for and 7,203,640 withheld. Katharine Weymouth received 62,574,906 for and 9,583,103 withheld. Each director’s tally included 4,648,244 broker non-votes recorded on the proposal.

How often does Xometry (XMTR) hold advisory votes on executive compensation?

Xometry holds an advisory vote on executive compensation annually. This practice follows stockholder preferences expressed in a prior frequency vote during the 2023 annual meeting and is consistent with the board’s recommendation to maintain yearly non-binding say-on-pay votes for named executive officers.

Filing Exhibits & Attachments

1 document