8-K
Proto Labs Inc (PRLB)
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 24, 2025
Proto Labs, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | 001-35435 | 41-1939628 | |
|---|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (IRS Employer<br><br>Identification Number) | |
| 5540 Pioneer Creek Drive<br><br> <br>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 class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, Par Value $0.001 Per Share | PRLB | New 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. |
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Consulting Arrangement with Dr. Bodor
As previously disclosed on a Current Report on Form 8-K filed by Proto Labs, Inc., a Minnesota corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”), on May 21, 2025, Robert Bodor ceased to be the President and Chief Executive Officer of the Company, effective as of May 20, 2025 (the “Transition Date”). In connection with Dr. Bodor’s departure, Dr. Bodor and the Company entered into a Consulting Agreement, dated May 20, 2025 (the “Prior Consulting Agreement”), pursuant to which Dr. Bodor agreed to provide services to support the transition of management through May 25, 2025.
On May 24, 2025, the Company and Dr. Bodor extended the term of the Prior Consulting Agreement until May 28, 2025 to negotiate the terms a longer-term consulting arrangement.
On May 28, 2025, the Company and Dr. Bodor entered into a new consulting agreement (the “Consulting Agreement”) pursuant to which Dr. Bodor will provide transitional consulting services to the Company in exchange for a monthly consulting fee of $5,000 per month. The term of the Consulting Agreement will continue through November 11, 2025, subject to Dr. Bodor signing, and not rescinding, a customary general waiver and release of claims. The Company may terminate the Consulting Agreement as a result of a material breach of the Consulting Agreement or the terms of the general waiver and release of claims.
Pursuant to the Consulting Agreement, Dr. Bodor is entitled to hold all vested stock options granted to him under the Proto Labs’ Amended and Restated 2022 Long-Term Incentive Plan in accordance with their terms until the earlier of (1) his exercise of such stock options, or (2) the termination or expiration of the Consulting Agreement, at which point all unvested and unexercisable portions of any outstanding options will be forfeited without consideration, but the currently vested and exercisable portions of options may be exercised for a period of three months after the date of such termination or expiration and will terminate upon the expiration of such period.
The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement as set forth in Exhibit 10.2 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits |
| --- | --- |
| Exhibit No. | Description |
| --- | --- |
| 10.1 | Consulting Agreement, dated May 20, 2025, by and between Proto Labs, Inc. and Robert Bodor (incorporated by reference to Exhibit 10.3 to the Company’s Form 8-K, filed on May 21, 2025) |
| 10.2 | Consulting Agreement, dated May 28, 2025, by and between Proto Labs, Inc. and Robert Bodor |
| 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.
| Proto Labs, Inc. | |||
|---|---|---|---|
| Date: | May 30, 2025 | By: | /s/ Daniel Schumacher |
| Daniel Schumacher | |||
| Chief Financial Officer |
Exhibit 10.2
Proto Labs
5540 Pioneer Creek Drive
Maple Plain, MN 55359
May 28, 2025
Robert Bodor
To his last known address
on file with Proto Labs
Dear Rob:
We are pleased to extend an offer of a consulting arrangement between Proto Labs, Inc. (“Proto Labs”) and you (“Consultant” or “you”). If you accept the consulting arrangement described in this consulting letter agreement (this “Consulting Agreement”), then you will begin providing the Services (as defined below) as of May 29, 2025 (the “Consulting Start Date”).
The following are the terms of this Consulting Agreement:
| Term: | The period from the Consulting Start Date through the termination of this Consulting Agreement is referred<br>to as the “Term.” Proto Labs and Consultant agree that the Term will continue through the earliest of: (1) November 11,<br>2025; (2) the expiration of the 21-day consideration period applicable to the General Waiver and Release of Claims (“Release”)<br>provided to you in connection with the termination of your employment with Proto Labs effective May 20, 2025, if you do not sign<br>and return the Release to Proto Labs before the expiration of such 21-day period; (3) the date you rescind the Release if you sign<br>the Release and then rescind it within the 15-day period applicable to the Release; or (4) the date Proto Labs terminates this Consulting<br>Agreement as a result of your material breach of any obligations you have pursuant to the terms of the Release or this Consulting Agreement.<br>Upon termination of the Term for any reason, Consultant will receive payment of any unpaid Monthly Fees (as defined below) through the<br>end of the Term and any expenses to be reimbursed in accordance with the terms of this Consulting Agreement and will not be entitled to<br>receive any additional amounts from Proto Labs. |
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| Services: | During the Term, Consultant shall provide such services as the Board of the Directors of Proto Labs reasonably<br>determines are necessary to support the transition of management of Proto Labs (the “Services”). It is understood and<br>agreed that Proto Labs has retained Consultant to provide the Services because of Consultant’s specific skills, experience and knowledge.<br>Accordingly, Consultant agrees that all Services shall be performed personally by Consultant. Consultant is expected to devote no more<br>than twenty (20) hours per month to the performance of Services hereunder during the Term. Proto Labs does not guarantee any specific<br>minimum number of hours of Services during any week or month during the Term. Consultant agrees to devote Consultant’s best efforts<br>to the performance of such Services. Consultant may determine, in his sole discretion, the means and manner of performing the Services,<br>including with respect to devoting full or partial days of work to the performance of the Services, except as expressly limited by this<br>Consulting Agreement. Proto Labs retains the right to require that Consultant satisfactorily perform the Services. Consultant may perform<br>the Services from the location(s) selected by Consultant. Subject to Consultant’s specific obligations under this Consulting<br>Agreement and ongoing obligations to Proto Labs pursuant to the Release, nothing in this Consulting Agreement shall be construed to prevent<br>Consultant from performing consulting or employment services for other persons or companies during or after the Term. Consultant agrees<br>to perform the Services in accordance with generally accepted standards of Consultant’s profession. |
|---|---|
| Fees: | In exchange for the Services, Proto Labs will pay Consultant a monthly fee of $5,000.00 per month, prorated<br>for any partial month during the Term (collectively, the “Monthly Fees”). |
| --- | --- |
| Expenses: | Except as otherwise provided herein or approved in advance by Proto Labs, expenses and costs incurred<br>by Consultant in the performance of the Services shall be paid and borne solely by Consultant without reimbursement from Proto Labs. Proto<br>Labs agrees to reimburse Consultant for any required travel expenses incurred by Consultant in performing the Services. Consultant will<br>provide all equipment and other materials necessary to perform the Services at Consultant’s own expense, except that Proto Labs<br>will supply any specialized equipment and materials associated with Proto Labs’ business that are needed in the course of performing<br>the Services. |
| --- | --- |
| Taxes: | Proto Labs will neither withhold FICA or income tax payments nor withhold any amounts for, or make any<br>contributions on account of, unemployment compensation, worker’s compensation, employee benefit plans or otherwise pursuant to any<br>United States, state, or local law or regulation with respect to the compensation it pays Consultant. Consultant acknowledges and agrees<br>that Consultant shall have sole responsibility for withholding and payment of all United States, state and local taxes or contributions<br>imposed or required under unemployment insurance, social security and income tax laws and for filing all required tax forms with respect<br>to any amounts paid by Proto Labs to Consultant hereunder, and agrees that Consultant shall pay all such taxes and contributions in accordance<br>with applicable law (including making such payments when due). |
| --- | --- |
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| Stock Options: | For<br>purposes of Consultant’s outstanding stock options granted under Proto Labs’ Amended and Restated 2022 Long-Term Incentive<br>Plan (the “Plan”), Consultant’s Service (as defined in the Plan) will continue without interruption until the<br>termination or expiration of the Term. As a result, upon the termination or expiration of the Term, but not sooner, Consultant’s<br>Service will end and his outstanding stock options will be treated in accordance with Section 6(e)(3) of the Plan. |
|---|---|
| Relationship: | Consultant’s relationship to Proto Labs shall be that of an independent contractor. The parties<br>do not intend that any agency or partnership relationship be created between them by this Consulting Agreement. Consultant understands<br>and agrees that Consultant is not an employee of Company. Consultant agrees that Consultant is not entitled to any Company employee benefits<br>or benefit plans of any kind, including but not limited to, worker’s compensation insurance, unemployment insurance, health insurance,<br>life insurance, pension plan or any other benefit or insurance that Proto Labs provides to its employees. Consultant agrees that Consultant<br>is responsible for controlling the means by which the Services are completed. Such means are subject to the Consultant’s discretion,<br>which discretion must be exercised consistent with the goal of keeping the Services on schedule and in accordance with the terms of this<br>Consulting Agreement. If any taxing authority determines that Consultant or Consultant is an employee of Proto Labs, the parties agree<br>that Consultant shall not be deemed a participant in any benefit plan of Proto Labs irrespective of such determination, except as may<br>be required by applicable law. |
| --- | --- |
| Governing Law & Venue: | The<br>validity, interpretation and performance of this Consulting Agreement shall be governed by the laws of the State of Minnesota, excluding<br>its conflict of law principles. All litigation or other legal proceedings arising out of or related to this Consulting Agreement shall<br>only be brought in the state courts of the State of Minnesota and the United States District Court located therein, and the parties hereby<br>submit to the exclusive personal and subject matter jurisdiction and venue of such courts and waive and defense based on lack of jurisdiction<br>or inconvenient forum. The award, order and/or judgment of any such court may be entered in any court of competent jurisdiction. |
| --- | --- |
To accept this Consulting Agreement, Consultant must counter-sign below and return the signed Consulting Agreement to me on or before the Consulting Start Date. If Consultant does not sign and return this Consulting Agreement on or before the Consulting Start Date, then this Consulting Agreement is null and void and of no effect, and Consultant will not receive or be eligible to receive any Monthly Fees under this Consulting Agreement.
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This Consulting Agreement sets forth the entire agreement and understanding between Proto Labs and Consultant regarding the subject matter of this Consulting Agreement and supersedes any and all other agreements, either oral or in writing, between Proto Labs and Consultant related to such subject matter. For avoidance of doubt, this Consulting Agreement does not supersede or modify the Release or any of the terms of the Employment Agreement, the Non-Disclosure Agreement, or Non-Competition Agreement (each as defined in the Release) that survive Consultant’s last day of employment with Proto Labs, which shall remain in full force and effect in accordance with their terms.
Sincerely,
| Proto<br> Labs, inc. | |
|---|---|
| By: | /s/ Agnes Semington |
| Name: | Agnes Semington |
| Its: | Chief Human Resources Officer |
I have read and accepted the terms of this Consulting Agreement as of this 28th day of May, 2025.
| By: | /s/ Robert Bodor |
|---|---|
| Robert Bodor |
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