3D SYSTEMS CORP
For the period ended Jun 30, 2025. Filed Aug 11, 2025.
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Jun 30, 2025 · Filed Aug 11, 2025
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Item 5A. Other Information
Rejection of Contingent Resignation Tendered by Independent Director and Audit Committee Chair
As reported in the Company’s Current Report on Form 8-K, dated May 20, 2025, Ms. Drayton’s nomination for re-election to our Board of Directors received less than a majority of the votes cast at our 2025 annual meeting of stockholders held on May 16, 2025. As contemplated by our Corporate Governance Guidelines, our Compliance, Corporate Governance, and Sustainability Committee (“CCGS Committee”) considered the contingent resignation tendered by Ms. Drayton and recommended to the Board that it reject Ms. Drayton’s resignation. Based upon the recommendation of our CCGS Committee and its independent review, our Board determined that the acceptance of Ms. Drayton’s resignation would not be in the best interests of the Company and its stockholders due to Ms. Drayton’s ongoing leadership in key strategic initiatives, including as Audit Committee chair overseeing the Corporation’s ongoing remediation plans to remediate the material weaknesses in the Corporation’s internal control over financial reporting. Our Board further determined that: (i) the “against” vote was not related to her personal actions or lack thereof, but instead due to her position as Audit chair; (ii) ISS and Glass Lewis recommended against Ms. Drayton because of 3D Systems’ material weaknesses and ineffective ICFR since 2020; and (iii) Ms. Drayton only became Audit chair in 2024. In making this determination, our Board also considered Ms. Drayton’s extensive qualifications and financial expertise, her independence, and her past contributions to the Board and its Committees. Accordingly, our Board rejected the resignation tendered by Ms. Drayton. She will continue to serve as a member of our Board of Directors until her successor is duly elected and qualified or until her earlier resignation or removal.
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