Proto Labs (PRLB) Proxy filing summary

Executive summary

• Record 2025 revenue of $533.1M, with 5.7% organic growth and $1.66 non-GAAP EPS, the highest growth rate since 2018.

• Customer focus and investments in marketing and production led to a 13.3% increase in revenue per customer contact over 2024.

• Total Shareholder Return outperformed peer group and indices over one- and three-year periods.

• Leadership transitions included the appointment of a new CEO and CTO, with compensation aligned to market and performance.

Voting matters and shareholder proposals

• Shareholders will vote to elect seven directors, ratify Ernst & Young LLP as auditor for 2026, approve executive compensation (say-on-pay), determine frequency of future say-on-pay votes, and approve an amendment to the 2022 Long-Term Incentive Plan.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR say-on-pay, FOR the incentive plan amendment, and ONE YEAR for say-on-pay frequency.

Board of directors and corporate governance

• Board consists of seven directors with an average tenure of 10 years and 43% diversity.

• Separate Board Chair and CEO roles, majority voting standard, annual director elections, and proxy access for shareholders.

• Committees include Audit, Compensation and Talent, and Nominating and Governance, all composed of independent directors.

• Directors bring expertise in finance, operations, technology, M&A, and global markets.