Xometry Inc

1. 1

   Election of Class II Directors (Roy Azevedo, Fabio Rosati and Katharine Weymouth

   ManagementBoard: FOR

   Elect three nominees as Class II directors to serve until the 2029 Annual Meeting.

2. 2

   Advisory Vote to Approve Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s disclosed compensation of named executive officers (the “say-on-pay” vote). Management seeks shareholder endorsement to validate its executive pay framework, which for 2025 combined base salary, performance-weighted annual cash bonuses tied to revenue and Adjusted EBITDA, time-vesting RSUs, and performance-based RSUs (PSUs) that paid out at 133.95% of target based on 2025 results. The Compensation Committee emphasizes pay-for-performance alignment using peer benchmarking, an independent compensation consultant (Meridian), and a mix of cash and equity to attract, retain and incentivize executives while protecting shareholder interests. The board frames this vote as a ratification of its process—targeting median market pay with upside/downsides linked to corporate metrics—and intends to consider the outcome when making future decisions. The vote is non-binding, so even if approved it does not legally compel management to maintain the exact program, but a negative result could trigger substantive changes and further engagement. Company-specific context includes strong 2025 operational performance (26% revenue growth, improved Adjusted EBITDA and margin expansion), the recent CEO succession plan (effective July 1, 2026) and substantial PSU/RSU awards used to support retention during transition. Management argues the 2025 compensation outcomes reflect measured reward for improved financial performance, while critics could point to the absolute level of equity grants and severance/change-in-control protections as potential governance concerns. The board recommends a FOR vote, citing rigorous peer analysis, use of independent advisors, and the demonstrated link between awarded compensation and company financial targets as justification. Given the advisory nature, the board commits to taking stockholder feedback into account when setting future pay policies and maintaining disclosure transparency.

3. 3

   Ratification of Selection of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

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

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When is the Xometry Inc 2026 annual meeting?

Xometry Inc (XMTR) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Xometry Inc 2026 meeting?

The record date for the Xometry Inc 2026 meeting is Monday, April 20, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Xometry Inc's 2026 meeting?

The board is presenting 3 director nominees at the Xometry Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Xometry Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Xometry Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.