UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

 

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): February 23, 2016

 

 

Proto Labs, Inc.

 

(Exact name of registrant as specified in its charter)

 

 

 

Minnesota

 

001-35435

 

41-1939628

(State or other jurisdiction

 

of incorporation)

 

(Commission File Number)

 

(IRS Employer

 

Identification Number)

 

 

 

5540 Pioneer Creek Drive

 

Maple Plain, Minnesota

 

55359

(Address of principal executive offices)

 

(Zip Code)

   

 

Registrant’s telephone number, including area code:

 

(763) 479-3680

 

 

 

Not Applicable

(Former name or former address, if changed since last report)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

(d) On February 23, 2016, the Board of Directors of Proto Labs, Inc. (the “Company”) elected Archie C. Black as a member of the Board of Directors, effective March 1, 2016, filling a seat created by an increase in the size of the Board of Directors. Mr. Black will serve on the Compensation Committee of the Board of Directors.  

 

Since 2001, Mr. Black has served as the President and Chief Executive Officer of SPS Commerce, Inc., a provider of cloud-based supply chain management solutions.  Mr. Black also serves on the Board of Directors of SPS Commerce, Inc.  Prior to joining SPS Commerce, Inc., Mr. Black was a Senior Vice President and Chief Financial Officer at Investment Advisors, Inc. Prior to his time at Investment Advisors, Inc., Mr. Black spent three years at Price Waterhouse.

 

Mr. Black will be compensated for his service on the Board of Directors pursuant to the Company’s Non-Employee Director Compensation Program, a description of which is included in the Company’s Definitive Proxy Statement for its 2015 annual meeting of shareholders, filed with the SEC on April 7, 2015. Other than as described herein, there are no arrangements or understandings between Mr. Black and any other persons pursuant to which Mr. Black was elected as a director of the Company. Mr. Black has no direct or indirect material interest in any currently proposed transaction in which the Company is to be a participant and the amount involved exceeds $120,000, nor has Mr. Black had a direct or indirect material interest in any such transaction since the beginning of the Company’s last fiscal year.

 

A press release, dated February 25, 2016, announcing Mr. Black’s election as a director is furnished, but not filed, as Exhibit 99.1 to this Current Report on Form 8-K.

 

Item 9.01. Financial Statements and Exhibits.

 

      (d) Exhibits

 

     99.1 Press release dated February 25, 2016

 

 
 

 

 

SIGNATURE

 

 

Pursuant 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.

 

 

 

   

Proto Labs, Inc.

 
   

(REGISTRANT)

 
       

 

Date:

February 26, 2016

By:

/s/ Victoria M. Holt

 
     

Victoria M. Holt

 
     

Chief Executive Officer

 

 

 
 

 

 

EXHIBIT INDEX

 

 

 

Exhibit

 

Number

 

Description

   

 

99.1

 

Press release dated February 25, 2016

 

 



Exhibit 99.1

 

 

 

FOR IMMEDIATE RELEASE

 

Contact

Media Contact

Bill Dietrick

Tim Nelson

Proto Labs   

PadillaCRT for Proto Labs

763-479-7664  612-455-1789
bill.dietrick@protolabs.com     tim.nelson@padillacrt.com

 

Proto Labs Names New Member Archie Black to Board of Directors

President and CEO at global software company SPS Commerce brings proven leadership and growth experience to rapid manufacturer Proto Labs

 

MAPLE PLAIN, MINN.—February 25, 2016—Proto Labs, Inc. (NYSE: PRLB), a prototype and low-volume parts manufacturer, has named Archie C. Black to its board of directors effective March 1. Since 2001, Black has served as President and CEO of SPS Commerce, a cloud-based supply chain management company.

 

During his tenure at SPS Commerce, the company has seen 60 consecutive quarters of revenue growth, and expansion from less than 100 employees to more than 1,000 in the United States and internationally across three continents.

 

“We looked at Archie’s history of strong leadership at SPS Commerce. He was critical in transforming a tech-driven startup company into a global business that generated $158.5 million in 2015,” says Vicki Holt, President and CEO at Proto Labs and current board member. “There certainly are parallels to that trajectory and our own at Proto Labs, experience I see as very valuable to our company. We are thrilled to welcome Archie as our newest member.”

 

Black joins Holt, Larry Lukis, the current chairman of the board and Proto Labs’ founder, and five other members with a range of financial and corporate leadership experience. Like SPS Commerce, Proto Labs has successfully navigated a tremendous amount of financial and employment growth over the past decade.

 

“Being on the board of directors at such a high-performance, high-growth company like Proto Labs is very exciting," says Black. "With my background in building a disruptive, technology-based company, I look forward to the contributions I can make to the digital business model at Proto Labs.”

 

About Proto Labs

Proto Labs is the world's fastest digital manufacturing source for custom prototypes and low-volume production parts. The technology-enabled company uses advanced 3D printing, CNC machining and injection molding technologies to produce parts within days. The result is an unprecedented speed-to-market value for designers and engineers and an on-demand resource throughout a product’s life cycle. Visit protolabs.com for more information.

 

SPS COMMERCE, SPS, and RETAIL UNIVERSE are marks of SPS Commerce, Inc. and Registered in the U.S. Patent and Trademark Office. 1=INFINITY logo, AS THE NETWORK GROWS, SO DOES YOUR OPPORTUNITY, INFINITE RETAIL POWER, RETAIL UNIVERSE, RSX, SPS logo, and others are further marks of SPS Commerce, Inc. These marks may be registered or otherwise protected in other countries.

 

 

 

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