Proto Labs Inc
For the period ended May 19, 2026. Filed Apr 8, 2026.
View on SEC.govAbout this filing
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.
May 19, 2026 · Filed Apr 8, 2026
Contents
Cover page
Show cover page
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 þ | Filed by a Party other than the Registrant o |
|---|
Check the appropriate box:
| o | Preliminary Proxy Statement |
|---|---|
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| þ | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
(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):
| þ | No fee required |
|---|---|
| o | Fee paid previously with preliminary materials |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
5540 Pioneer Creek Drive
Maple Plain, Minnesota 55359
(763) 479-3680
April 8, 2026
Dear Fellow Shareholder:
The Board of Directors of Proto Labs, Inc. cordially invites you to join our 2026 Annual Meeting of Shareholders (the “Annual Meeting”) on Tuesday, May 19, 2026 at 8:30 a.m. Central Time. Our Annual Meeting will be a “virtual meeting” of shareholders, which will be conducted exclusively online via live webcast.
We will be using the “Notice and Access” method of furnishing proxy materials via the Internet to our shareholders. We believe that this process will provide you with a convenient and quick way to access your proxy materials and vote your shares, while allowing us to reduce the environmental impact of our Annual Meeting and the costs of printing and distributing the proxy materials. On or about April 8, 2026, we will mail to our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our Proxy Statement and Annual Report on Form 10-K and vote electronically via the Internet. The Notice also contains instructions on how to receive a paper copy of your proxy materials.
It is important that your shares be represented at the Annual Meeting, whether or not you plan to participate. Please vote electronically via the Internet or, if you receive a paper copy of the proxy card by mail, you may vote by Internet, telephone or by returning your signed proxy card in the envelope provided. If you do participate in the Annual Meeting and desire to vote at that time, you may do so as described in the Proxy Statement.
We hope that you will be able to participate in the Annual Meeting.
Very truly yours,
Rainer Gawlick
Chairman of the Board
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 19, 2026
| Proto Labs, Inc. will hold its 2026 Annual Meeting of Shareholders online via live webcast on Tuesday, May 19, 2026 at http://www.virtualshareholdermeeting.com/PRLB2026. The Annual Meeting will begin at 8:30 a.m. Central Time. The proxy materials were made available to you via the Internet or mailed to you beginning on or about April 8, 2026. | |
| TIME AND DATE: | 8:30 a.m. Central Time, on Tuesday, May 19, 2026 |
| ITEM OF BUSINESS: | At the Annual Meeting, our shareholders will:1.Elect seven directors to hold office until the next Annual Meeting of Shareholders or until their successors are duly elected.2.Vote on the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026.3.Vote on an advisory basis to approve the compensation of the officers disclosed in the accompanying Proxy Statement, which we refer to as a “say-on-pay” vote.4.Vote on an advisory basis on the frequency of the Company's future say-on-pay votes, which we refer to as a "say-when-on-pay" vote.5.Vote on the approval of the amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan.6.Act on any other matters that may properly come before the Annual Meeting, or any adjournment or postponement thereof. |
| RECOMMENDATION: | The board of directors recommends that shareholders vote FOR each of the following:•Each of the director nominees named in the accompanying Proxy Statement.•The ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for fiscal 2026.•The approval of the say-on-pay proposal.•The approval of the amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan.The board of directors recommends that shareholders vote ONE YEAR on the following:•The say-when-on-pay proposal. |
| Only shareholders of record at the close of business on March 24, 2026 may vote at the Annual Meeting or any adjournment or postponement thereof. | |
| By Order of the Board of Directors | |
| Jacob HeilmanCorporate Secretary |
YOUR VOTE IS IMPORTANT
Whether or not you plan to join the Annual Meeting, we urge you to vote as soon as possible. If you received the Notice of Internet Availability of Proxy Materials (the “Notice”), you may vote via the Internet as described in the Notice. If you received a copy of the proxy card by mail, you may vote by Internet or telephone as instructed on the proxy card, or you may sign, date and mail the proxy card in the envelope provided.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 19, 2026.
Our Proxy Statement for the 2026 Annual Meeting of Shareholders and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 are available atwww.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.