PROTO LABS, INC. Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
? Permit any previously scheduled meeting of the shareholders (other than a
special meeting held upon shareholder demand) to be rescheduled, postponed, or
canceled by resolution of the Board upon public notice given prior to the date
of such meeting;
? Require any shareholder that directly or indirectly solicits proxies from
other shareholders to use a proxy card color other than white, which is
reserved for the exclusive use by the Board;
? Establish additional rules governing the conduct of meetings of shareholders;
and
? Provide more detailed provisions for the process of nominating and electing
directors, including:
o Requiring any shareholder-nominated director candidate to promptly upon
request provide the Secretary of the Company such information as the Board
requires of all directors, including all completed and signed questionnaires
required of the Company's directors; and
o Allowing the Company to consider certain shareholder nominations of director
candidates to be null and void where, unless otherwise required by law, any
shareholder (i) provides notice pursuant to Rule 14a-19 ("Rule 14a-19") under
the Securities Exchange Act of 1934, as amended, and (ii) subsequently (A)
notifies the Company that such shareholder no longer intends to solicit
proxies in support of director nominees other than the Company's director
nominees in accordance with Rule 14a-19 or (B) fails to comply with the
requirements of Rule 14a-19.
The foregoing general description of the amendments to the Bylaws does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws set forth in Exhibit 3(ii) to this Form 8-K and incorporated in this Item by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 3(ii) Third Amended and Restated By-Laws ofProto Labs, Inc. Cover Page Interactive Data File 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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