IPG PHOTONICS CORP — Regulatory Filings 2021

May 4, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ý

Filed by a Party other than the Registrant ¨

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o	Preliminary Proxy Statement
o	Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2))
o	Definitive Proxy Statement
x	Definitive Additional Materials
o	Soliciting Material Pursuant to §240.14a-12

IPG PHOTONICS CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant

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EXPLANATORY NOTE

This Amendment No. 2 to Schedule 14A is being filed by IPG Photonics Corporation to supplement its definitive proxy statement for the Annual Meeting of Stockholders to be held on May 25, 2021, which was filed with the U.S. Securities and Exchange Commission on April 9, 2021 and amended on April 15, 2021, in order to update the biographies and other related disclosures on two executive officers being nominated for reelection to the Board of Directors of the Company. Except as specifically provided in this supplement, this supplement does not otherwise modify or update any other disclosures presented in the proxy statement. In addition, this supplement does not reflect any other events occurring after the date of the proxy statement or modify or update disclosures that may have been affected by subsequent events.

SUPPLEMENTAL INFORMATION REGARDING

THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 25, 2021

THIS NOTICE SHOULD BE READ TOGETHER WITH THE PROXY STATEMENT

The following information amends the Definitive Proxy Statement on Schedule 14A filed by IPG Photonics Corporation (the “Company”) with the U.S. Securities and Exchange Commission on April 9, 2021 (the “Original Filing”), as amended by Amendment No. 1 to the Original Filing, filed on April 15, 2021 (collectively, the “Amended Filing”), in connection with the Company’s Annual Meeting of Stockholders to be held on May 25, 2021 (the “Annual Meeting”), and should be read together with the Amended Filing. Other than as set forth below, no changes have been made to the Amended Filing.

On May 4, 2021, the Company announced that Valentin P. Gapontsev, Ph.D., transitioned to the role of Executive Chair of the Company’s Board of Directors (“Board”) and will continue to serve as a director of the Company. Eugene A. Scherbakov, Ph.D., currently Chief Operating Officer, Managing Director of IPG Laser GmbH, Senior Vice President of Europe and Director, succeeds Dr. Gapontsev as the Company’s Chief Executive Officer effective immediately. Dr. Scherbakov has served as Managing Director of IPG Laser GmbH, IPG’s German subsidiary, since August 2000, Senior Vice President-Europe since February 2013 and Chief Operating Officer since February 2017. Dr. Scherbakov has also been a member of the Board since 2000 and will continue as a director. Further information associated with the transition described in this supplement is available in the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2021, which is accessible on the Company’s website.

Supplemental Disclosure to Proxy Statement

The section titled “Director Nominees” on page 13 of the Amended Filing contains information regarding Dr. Gapontsev’s and Dr. Scherbakov’s biographies and related information. Such information is revised as follows to reflect Dr. Gapontsev’s transition from Chief Executive Officer to Executive Chair and Dr. Scherbakov’s transition from Chief Operating Officer, Managing Director of IPG Laser GmbH, Senior Vice President of Europe and Director to Chief Executive Officer, both effective May 4, 2021:

Valentin P. Gapontsev, Ph.D.

Executive Chair of the Board

●
AGE: 82 DIRECTOR SINCE: 1998 COMMITTEES: None
●	●	●	●	●	●	●
Lasers and Technology	Financial Literacy	Global Business	Manufacturing and Operating	Business Development and M&A	Risk Management	Executive Leadership

Eugene A. Scherbakov, Ph.D.

Chief Executive Officer and Director

●
AGE: 73 DIRECTOR SINCE: 2000 COMMITTEES: None
●	●	●	●	●	●	●
Lasers and Technology	Financial Literacy	Global Business	Manufacturing and Operating	Business Development and M&A	Risk Management	Executive Leadership