Proto Labs (PRLB) Proxy Filing summary

Executive summary

• 2024 marked a transformational year with expanded gross margins, increased non-GAAP EPS, and cash flow from operations rising to $77.8M from $73.3M in 2023.

• Strategic reorganization included new regional go-to-market teams and a global operations organization, focusing on customer experience and operational efficiency.

• Customer adoption of combined Factory and Network offerings grew by 50%, with higher revenue per customer over 2023.

• Investments were made in marketing, sales enablement, and production manufacturing capabilities to drive growth.

Voting matters and shareholder proposals

• Shareholders will vote to elect eight directors, ratify Ernst & Young LLP as the independent auditor for 2025, approve executive compensation (say-on-pay), and approve an amendment to the 2022 Long-Term Incentive Plan.

• The board recommends voting FOR all proposals.

• Only shareholders of record as of March 25, 2025, are eligible to vote.

Board of directors and corporate governance

• The board consists of eight directors, with an average tenure of 9 years and average age of 63; 38% are diverse.

• Separate Board Chairperson and CEO roles, annual election of directors, majority voting standard, and proxy access for shareholders.

• Committees include Audit, Compensation and Talent, and Nominating and Governance, all meeting NYSE independence standards.

• Board meetings included four in-person and eight videoconference sessions in 2024, with high attendance.