3D Systems Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of nine director nominees to serve one-year terms until the 2027 annual meeting.

2. 2

   Advisory Approval of Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Advisory vote to approve the compensation paid to the company’s named executive officers for 2025.

   More detail

   The proposal asks shareholders to cast a non-binding advisory vote to approve the compensation paid to the company’s named executive officers for 2025 as disclosed in the proxy statement. Management seeks this annual approval to confirm alignment between pay practices and shareholder interests, to receive feedback on pay programs, and to comply with SEC and NYSE expectations around shareholder consultation on executive pay. The Compensation Committee describes a pay-for-performance philosophy with a mix of base salary, annual cash incentives (tied 50% to revenue and 50% to adjusted EBITDA for 2025), and long-term equity awards (50% restricted stock, 50% PSUs with absolute TSR metrics for 2025). No bonuses were paid in 2025 because performance fell below threshold. Management’s recommendation is for a vote FOR, arguing the program aligns pay with performance, engages stockholders, uses independent advisors, and includes governance features like clawbacks and ownership guidelines. The vote is advisory only, but the Compensation Committee and Board will consider the outcome in future decisions. The proposal is routine in many proxies but is not classified as a purely ministerial ratification and therefore allows brokers no discretionary voting.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratification of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year 2026.

4. 4

   Amendment to Certificate of Incorporation to Increase Authorized Shares of Common Stock

   ManagementBoard: FOR

   Amend Certificate of Incorporation to increase authorized common shares from 220,000,000 to 440,000,000.

   More detail

   Management proposes to amend the Certificate of Incorporation to double authorized common shares from 220 million to 440 million. The board argues this provides flexibility for equity incentive plan needs, capital raising, acquisitions, strategic partnerships, and other corporate purposes without having to seek further shareholder approval for each issuance. The proposal could be used for dilutive financings, replenishing equity plan shares, or defensive anti-takeover effects; the board states it has no present plans other than potential near-term equity financings and that the increase is not intended to deter takeovers. If approved, the Certificate of Amendment would be filed with Delaware. The Board recommends FOR; the proposal requires a majority of votes cast to pass.

5. 5

   Amendment and Restatement of the 2015 Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of the 2015 Incentive Plan to add 4,000,000 shares and extend the plan term to March 26, 2036.

   More detail

   Management requests shareholder approval to amend and restate the 2015 Incentive Plan to add 4 million shares to the plan pool and extend the plan term to 2036. The board and compensation committee justify this as necessary to continue offering competitive equity awards to attract, retain and motivate employees and non-employee directors. The amendment contains governance features (no discounted options, no repricing without shareholder approval, clawback subject to company policy, annual director grant limits, per-participant limits) and aligns awards with performance via PSUs. Approval would increase the total reserved shares to 33,235,011; the new shares would replenish the plan to support future grants including those to the named executive officers. The board recommends FOR; the vote is non-routine and requires a majority of votes cast.

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When is the 3D Systems Corp 2026 annual meeting?

3D Systems Corp (DDD) holds its 2026 annual shareholder meeting on Thursday, May 14, 2026.

What is the record date for the 3D Systems Corp 2026 meeting?

The record date for the 3D Systems Corp 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for 3D Systems Corp's 2026 meeting?

The board is presenting 9 director nominees at the 3D Systems Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the 3D Systems Corp 2026 meeting?

Shareholders will vote on 5 proposals at the 3D Systems Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.