Xometry Inc
For the period ended Jun 18, 2024. Filed Apr 29, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 18, 2024 · Filed Apr 29, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.
)
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)
Payment of Filing Fee (Check all boxes that apply):
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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April 29, 2024
Dear Fellow Stockholders:
In 2023, we made significant progress in fulfilling our mission to digitize one of the most important industries in the world. Xometry’s growth initiatives drove record results with revenue of $463 million including 30% marketplace revenue growth in a period of contraction in US manufacturing. We further expanded marketplace gross margin by 260 basis points to 30.8% powered by our proprietary AI algorithms and rapid expansion in our active supplier network.
Concurrently, we made significant investments in product development and technology infrastructure. We now offer tools including Teamspace and Workcenter to digitize work for both buyers and suppliers as well as provide software and information for customers to improve decision making and increase efficiency.
We are rapidly gaining market share and remain confident in our long-term growth initiatives:
| • | Rapidly expanding our network of buyers and suppliers. We rapidly expanded our buyer and supplier networks globally, further enlarging our competitive moat. Active Buyers increased 36% to over 55,000 and Active Suppliers increased 36% year-over-year to 3,429. |
| • | Driving deeper Enterprise engagement. We invested in our enterprise sales efforts in 2023 and are making progress with Fortune 500 companies as they look for a technology partner to help manage dispersed, fragmented and complex supply chains. Our investments in our sales team drove progress in our enterprise strategy as Accounts with Last Twelve Months Spend of at Least $50,000 growing 30% year-over-year. |
| • | Expanding the marketplace menu. We significantly expanded our marketplace menu including new processes, materials, finishes and certifications enabling us to increasingly serve as our customers’ one-stop destination. We saw strong growth in production work, including our revamped injection molding offering. |
| • | Growing Internationally. We delivered 81% international revenue growth to over $60 million in 2023, scaling rapidly from $3 million in 2020 and now accounting for approximately 15% of total marketplace revenue. Through Xometry.eu, Xometry.uk and Xometry.asia, we have leveraged Xometry’s core technology to provide localized marketplaces in 14 different languages with networks of suppliers across Europe and Asia, as well as North America. |
| • | Enhancing Supplier Service solutions. We are enhancing supplier services including modernizing the Thomas advertising platform. We are focused on making it easier for suppliers to start and benefit from their advertising on Thomasnet. We also continue to enhance Workcenter, the digital operating system for manufacturers, by reducing the effort required to accomplish their daily tasks. |
Our AI-driven global marketplace is playing an instrumental role in helping buyers create locally resilient supply chains and manufacturers grow their businesses. The shift to digital, which has happened in so many other industries, is inevitable in custom manufacturing.
We are proud of what we accomplished in 2023, and our team continues to work diligently to deliver comprehensive solutions that benefit buyers and suppliers.
We are pleased to invite you to attend the 2024 Annual Meeting of Stockholders of Xometry, Inc., a Delaware corporation (“Xometry”) to be held virtually on June 18, 2024 at 11:00 a.m., Eastern Time. To provide expanded access from locations around the world and to lower costs, we are continuing with a virtual format for our 2024 Annual Meeting, which will be held solely online via live webcast. There will not be a physical location for the Annual Meeting, and you will not be able to attend the Annual Meeting in person.
You will be able to attend the Annual Meeting, ask your questions and vote your shares during the meeting by visiting https://meetnow.global/MYMZWX2 and entering the control number located on the Notice of Internet Availability of Proxy Materials for the 2024 Annual Meeting of Stockholders, your proxy card or voting instruction form. Additional details regarding access to the Annual Meeting and the business to be conducted at the Annual Meeting are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and proxy statement. Please note that supported browsers include Chrome, MS Edge, Firefox and Safari.
We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission’s “notice and access” rules. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials instead of paper copies of the proxy statement and our 2023 Annual Report. The notice contains instructions on how to access those documents over the Internet. The Notice of Internet Availability of Proxy Materials also contains instructions on how stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2023 Annual Report and a form of proxy card or voting instruction form. We believe that providing our proxy materials over the Internet increases the ability of our stockholders to connect with the information they need, while reducing the environmental impact and cost of our Annual Meeting.
Your vote is important. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. You may vote over the Internet, by telephone or, if you receive a paper proxy card by mail, by completing and returning the proxy card or voting instruction form mailed to you. Please carefully review the instructions on each of your voting options described in this proxy statement, as well as in the Notice of Internet Availability of Proxy Materials you received in the mail.
On behalf of the Xometry Board of Directors and employees, we thank you for your continued support and look forward to speaking with you at the Annual Meeting.
Sincerely,
Randy Altschuler
Chief Executive Officer
XOMETRY, INC.
6116 Executive Boulevard
Suite 800
North Bethesda, Maryland 20852
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Date: | June 18, 2024 |
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| Time: | 11:00 a.m., Eastern Time |
| Location: | The Annual Meeting can be accessed by visiting https://meetnow.global/MYMZWX2 and entering your control number included in the Notice of Internet Availability of Proxy Materials. You may log in beginning at 12:00 a.m. Eastern Time on June 18, 2024. Please note that the Annual Meeting website is not supported by Internet Explorer. |
| Record Date: | The Record Date for the Annual Meeting is April 24, 2024. Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any adjournment thereof. On the Record Date, there were 46,122,020 shares of Class A common stock and 2,676,154 shares of Class B common stock outstanding and entitled to vote (together, the “common stock”). Each holder of Class A common stock will have the right to one vote per share of Class A common stock and each holder of Class B common stock will have the right to twenty votes per share of Class B common stock. The holders of shares of common stock will vote together as a single class on all matters submitted to a vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. |
| Items of Business: | The Annual Meeting will be held for the following purposes, which are more fully described in the proxy statement accompanying this Notice: (1) To elect the Board of Directors’ two nominees for Class III directors, Ranjana Clark and Emily Rollins, each to hold office until our Annual Meeting of Stockholders in 2027. (2) To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement accompanying this Notice. (3) To ratify the selection of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. (4) To conduct any other business properly brought before the meeting or any adjournment or postponement thereof. Your vote is important. Whether or not you expect to attend the virtual Annual Meeting, please vote by telephone or through the Internet, or, if you receive a paper proxy card by mail, by completing and returning the proxy card mailed to you, as promptly as possible to ensure your representation at the Annual Meeting. Voting instructions are provided in the Notice of Internet Availability of Proxy Materials, or, if you receive a paper proxy card by mail, the instructions are printed on your proxy card and included in the accompanying Proxy Statement. |
Even if you have voted by proxy, you may still vote online during the Annual Meeting. Please note, however, that if your shares are held of record by a brokerage firm, bank or other agent and you wish to vote online at the Annual Meeting, you must obtain a proxy issued in your name from that agent to vote your shares that are held in such agent’s name and account.
Sincerely,
Kristie Scott
General Counsel and Secretary
North Bethesda, Maryland
April 29, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.