3D SYSTEMS CORPORATION (NYSE:DDD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) On May 16, 2017, as described below under Item 5.07 of this
Form 8-K, the stockholders of 3D Systems Corporation (the
Company) adopted the Amended and Restated 2015 Incentive Plan of
3D Systems Corporation (the Plan). The Compensation Committee and
Board of Directors of the Company previously approved the Plan,
subject to stockholder approval. The primary purpose of the
amendment and restatement of the Plan was to increase the
authorized number of shares available for grant under the Plan by
7,140,011.
The Plan is described in the Proposal Four section of the
Companys proxy statement for its 2017 Annual Meeting of
Shareholders, filed with the Securities and Exchange Commission
on March 29, 2017 (2017 Proxy Statement). The descriptions of the
Plan contained herein and in the 2017 Proxy Statement are
qualified in their entirety by reference to the full text of the
Plan, a copy of which was filed as Annex A to the 2017 Proxy
Statement, and is incorporated by reference herein.
| Item 5.07. |
Submission of Matters to a Vote of Security Holders. |
On May 16, 2017, the Company held its Annual Meeting of
Stockholders (the Annual Meeting). A total of 78,364,423 shares
of common stock were present in person or represented by proxy at
the Annual Meeting, consisting of approximately 68.9% of the
voting power of the Company entitled to vote. The final votes on
the proposals presented at the Annual Meeting are as follows:
Proposal One:
As set forth below, the Companys stockholders elected the
following directors to serve until the next annual meeting and
until their successors are duly elected and qualified:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||
| Nominees for Election to Board of Directors: | ||||||||||||||||
| William E. Curran | 43,867,525 | 973,531 | 233,547 | 33,289,820 | ||||||||||||
| Thomas W. Erickson | 43,927,118 | 914,918 | 232,567 | 33,289,820 | ||||||||||||
| Charles W. Hull | 43,618,334 | 1,255,944 | 200,325 | 33,289,820 | ||||||||||||
| William D. Humes | 44,252,760 | 583,037 | 238,806 | 33,289,820 | ||||||||||||
| Vyomesh I. Joshi | 44,025,166 | 822,078 | 227,109 | 33,289,820 | ||||||||||||
| Jim D. Kever | 43,718,185 | 1,114,118 | 242,300 | 33,289,820 | ||||||||||||
| G. Walter Loewenbaum, II | 44,197,012 | 628,576 | 249,015 | 33,289,820 | ||||||||||||
| Charles G. McClure, Jr. | 44,067,395 | 759,147 | 248,061 | 33,289,820 | ||||||||||||
| Kevin S. Moore | 43,397,843 | 1,441,038 | 235,722 | 33,289,820 | ||||||||||||
| Jeffrey Wadsworth | 44,316,060 | 509,746 | 248,797 | 33,289,820 | ||||||||||||
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Proposal Two:
The Companys stockholders approved, on an advisory basis, the
compensation of the Companys named executive officers as
described in detail in the Compensation Discussion and Analysis
and the accompanying tables in the 2017 Proxy Statement as set
forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 34,317,380 | 10,488,616 | 268,607 | 33,289,820 | |||||||||||
Proposal Three:
The Companys stockholders approved, on an advisory basis, a
frequency period of every year (an annual vote) for future
advisory stockholder votes on the compensation of the Companys
named executive officers as set forth below:
| Votes for One Year | Votes for Two Years | Votes for Three Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 40,568,122 | 393,756 | 3,933,564 | 179,161 | 33,289,820 | ||||||||||||||
In light of the stockholder vote, and in keeping with the Boards
recommendation on Proposal Three, the Company will include a
stockholder vote on the compensation of its executives in its
proxy materials annually until the next required vote on the
frequency of stockholder votes on the compensation of executives
(which will be no later than the 2023 Annual Meeting of
Stockholders) or until the Board determines that a different
frequency for stockholder votes on the compensation of executives
is in the best interest of the Company and its stockholders.
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Proposal Four:
The Companys stockholders approved the Companys Amended and
Restated 2015 Incentive Plan as set forth below:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 38,307,410 | 6,464,904 | 302,289 | 33,289,820 | |||||||||||
Proposal Five:
As set forth below, the Companys stockholders ratified the
appointment of BDO USA, LLP as the Companys independent
registered public accounting firm for the year ending December
31, 2017:
| Votes For | Votes Against | Abstentions | ||||||||
| 77,001,289 | 969,709 | 393,425 | ||||||||
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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.
| 3D SYSTEMS CORPORATION | |||
| Date: May 17, 2017 | By: | /s/ Andrew M. Johnson | |
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About 3D SYSTEMS CORPORATION (NYSE:DDD)
3D Systems Corporation is a holding company. The Company provides three-dimensional (3D) products and services, including 3D printers, print materials, parts services and digital design and manufacturing tools. Its ecosystem supports applications from the product design shop to the factory floor to the operating room. Its precision healthcare capabilities include simulation, Virtual Surgical Planning, and printing of medical and dental devices, as well as patient-specific surgical instruments. Its brands include Accura, DuraForm, LaserForm, CastForm, VisiJet, Quickparts, Gentle Giant and Simbionix. Its customers can use 3D printing to design and manufacture parts. Its customers include companies and small and midsize businesses in a range of industries, such as automotive, aerospace, government, defense, technology, electronics, education, consumer goods, energy and healthcare. It operates through subsidiaries in the Americas, Europe and the Middle East, and the Asia Pacific region. 3D SYSTEMS CORPORATION (NYSE:DDD) Recent Trading Information
3D SYSTEMS CORPORATION (NYSE:DDD) closed its last trading session down -1.25 at 22.06 with 6,872,619 shares trading hands.