8-K
Proto Labs Inc (PRLB)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORTPURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934
| December **** 9 , 20 20 | ||
|---|---|---|
| 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<br> 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) | ||
| Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock, Par Value $0.001 Per Share | PRLB | New York Stock Exchange |
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))
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 5.0 2 . Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers .
On December 14, 2020, Proto Labs, Inc. (the “Company”) announced that the Board of Directors (the “Board”) appointed Robert Bodor, age 48, to the position of President and Chief Executive Officer, effective March 1, 2021. Dr. Bodor is currently serving as Vice President/General Manager – Americas of the Company. The Board also elected Dr. Bodor as a director of the Board, effective upon the assumption of his role as President and Chief Executive Officer.
Victoria M. Holt, who is currently serving as President and Chief Executive Officer of the Company, as well as a member of the Board, will retire from her position as President and Chief Executive Officer following the transition and is expected to remain with the Company as a consultant for a period of time thereafter. Ms. Holt will also remain as a member of the Board through her current term, which expires at the Company’s 2021 annual meeting.
Base salary, target annual cash incentive award and annual long-term incentive award that Dr. Bodor will receive as President and Chief Executive Officer have not been determined at this time. Additional information about the Company’s executive compensation program can be found in its 2020 proxy statement.
There is no transaction between Dr. Bodor (and his immediate family) and the Company that requires disclosure in accordance with Item 404(a) of Regulation S-K.
A copy of the press release issued by the Company on December 14, 2020 to announce the Chief Executive Officer succession and the election of Dr. Bodor to the Board is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1 Press release of Proto Labs, Inc. dated December 14, 2020
104 Cover Page Interactive Data File (formatted as Inline XBRL)
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: December 14, 2020 | |
| /s/ Victoria M. Holt | |
| Victoria M. Holt | |
| President and Chief Executive Officer |
3
ex_217216.htm
Exhibit 99.1
| 3D Printing<br><br> <br>CNC Machining<br><br> <br>Sheet Metal Fabrication<br><br> <br>Injection Molding |
|---|
Protolabs Announces CEO Succession Plan
MAPLE PLAIN, Minn. – December 14 , 2020 – Proto Labs, Inc. (NYSE: PRLB), a leading online and technology-enabled, on-demand manufacturer, today announced that its Board of Directors has unanimously elected Robert Bodor to succeed Vicki Holt as the company’s President and Chief Executive Officer effective March 1, 2021. Vicki Holt is retiring after leading the company for the past seven years. Holt will remain CEO during this transition time and continue to serve on the board through May 2021.
“I am excited to announce that the Protolabs Board of Directors has named Rob as our next CEO,” said Holt. “Rob has been instrumental in building Protolabs into what it is today. Since joining the company, Rob has held a variety of leadership roles, including overseeing our largest region since 2015. He has more than doubled the revenue of the Americas’ business during his tenure and played an instrumental role in expanding the company’s services into 3D printing and sheet metal fabrication. Rob is a very strategic business leader and a great leader of people. His passion and commitment will continue to serve Protolabs well.”
Bodor, with more than 20 years of leadership experience, has served as Protolabs’ Vice President and General Manager of the Americas for the past six years. During his tenure at Protolabs, he has also served as Chief Technology Officer and leader of the company’s business development and product development functions. Before joining Protolabs in 2012, Bodor held progressive leadership roles at Honeywell and McKinsey.
“I look forward to the opportunity to serve our employees, our customers, and our shareholders,” said Bodor. “I want to thank Vicki for her support and guidance over the past seven years, and I am excited about Protolabs’ future and what we can accomplish. I am fortunate to have the opportunity to lead the world's foremost digital manufacturing service provider that's helping accelerate product innovation and supply chain optimization across many industries. My commitment is to inspire our incredible team of employees and deliver value for our customers and shareholders. I look forward to working with Protolabs’ executive team as we continue to drive the success of this company.”
Archie Black, Protolabs’ Chairman of the Board, added, “The Protolabs board is excited about what Rob brings to the CEO role. This transition follows a carefully planned succession process and Rob is the right person to lead the company. He has a track record of outstanding performance with great people leadership throughout his career. The board congratulates Rob on his promotion and we look forward to working with him in this new capacity.”
Black continued, “We also want to extend our thanks to Vicki for her exceptional leadership as CEO over the last seven years. It has been a period of remarkable growth and expansion for Protolabs. She continuously improved all aspects of the company’s operations while being a compassionate leader and developing a winning culture. All of this helped drive exceptional revenue growth and returns for our shareholders. Protolabs’ revenue increased by more than 165 percent and market capitalization grew by more than $1.8 billion during her leadership. We congratulate Vicki on her outstanding performance and thank her for building Protolabs into a world-class organization.”
About Protolabs
Protolabs is the world's leading source for digital manufacturing services. The technology-enabled company produces custom components in as fast as 1 day with automated 3D printing, CNC machining, sheet metal fabrication, and injection molding processes. Its digital approach to manufacturing enables accelerated time to market, reduces manufacturing costs, and enables supply chain agility throughout the product life cycle. Visit protolabs.com for more information.
Investor Relations Contact:
Protolabs
Dan Schumacher, 763-479-7240
Director of Investor Relations
daniel.schumacher@protolabs.com
Media Contact:
Protolabs
Will Martin, 763-479-7719
Sr. Marketing Communications Manager
will.martin@protolabs.com