Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

3D SYSTEMS CORP Declaration of Voting Results & Voting Rights Announcements 2013

May 22, 2013

33095_rns_2013-05-22_77845a5d-b975-49d8-9193-022216a95a2f.zip

Declaration of Voting Results & Voting Rights Announcements

Open in viewer

Opens in your device viewer

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): May 21, 2013

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware 001-34220 95-4431352
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
333 Three D Systems Circle Rock Hill, South Carolina 29730
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (803) 326-3900

N/A

(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 (see General Instruction A.2. below):

[ ] 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2013, the stockholders of 3D Systems Corporation (the “Company”) approved an amendment to its Certificate of Incorporation to increase the authorized shares of the Company’s Common Stock from 120 million to 220 million shares.

This description of the amendment to the Certificate of Incorporation, which was filed in Delaware following the Annual Meeting discussed below, is qualified in its entirety by reference to the complete text of the Certificate of Amendment of Certificate of Incorporation, a copy of which is attached hereto as Exhibit 3.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2013, the Company held an Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders:

(i) elected the whole Board of Directors to serve until the next annual meeting and until their successors are duly elected and qualified;

(ii) approved an amendment to its Certificate of Incorporation to increase its authorized shares of Common Stock to 220 million shares; and

(iii) ratified the selection of BDO USA, LLP as its independent registered public accounting firm for the year ending December 31, 2013.

A total of 77,453,808 shares of Common Stock were present in person or represented by proxy at the Annual Meeting, consisting of approximately 83.62% of the voting power of the Company entitled to vote.

The Company’s stockholders approved the proposals listed below, which proposals are described in detail in the Company’s definitive proxy statement for the Annual Meeting that was filed with the Securities and Exchange Commission (“SEC”) on April 1, 2013. The final votes on the proposals presented at the Annual Meeting are as follows:

Proposal One:

Election of whole Board of Directors to serve until the next annual meeting and until their successors are duly elected and quailed was approved by the following vote:

In Favor Withheld Non-Votes
Nominees for Election to Board of Directors:
William E. Curran 46,684,920 327,799 30,441,089
Charles W. Hull 46,629,059 383,660 30,441,089
Jim D. Kever 46,656,472 356,247 30,441,089
G. Walter Loewenbaum, II 46,452,095 560,624 30,441,089
Kevin S. Moore 46,650,939 361,780 30,441,089
Abraham N. Reichental 46,662,336 350,383 30,441,089
Daniel S. Van Riper 46,666,642 346,077 30,441,089
Karen E. Welke 46,676,250 336,469 30,441,089

Proposal Two:

Amendment to Certificate of Incorporation to increase the number of authorized shares of our Common Stock from 120,000,000 to 220,000,000 shares was approved by the following vote:

Votes For Votes Against Abstentions
69,463,497 7,532,644 457,667

Proposal Three:

Ratification of BDO USA, LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2013 was approved by the following vote:

Votes For Votes Against Abstentions
76,484,853 499,000 469,955

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

3.1 Certificate of Amendment of Certificate of Incorporation

99.1 Press Release dated May 21, 2013

EFPlaceholder

SIGNATURES

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.

Date: May 21, 2013
By: /s/ Andrew M. Johnson
(Signature)
Name: Andrew M. Johnson
Title: Vice President, General Counsel and Secretary

EFPlaceholder EXHIBIT INDEX

Exhibit No. Exhibit Description
3.1 Certificate of Amendment to Certificate of Incorporation
99.1 Press Release dated May 21, 2013