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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