DEF 14A 1 ny20002359x1_def14a.htm DEF 14A

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 ☒

Filed by a Party other than the Registrant ☐

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

3D SYSTEMS CORPORATION

(Name of Registrant as Specified In Its Charter)

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

Payment of Filing Fee (Check the appropriate box):
☒			No fee required.
☐			Fee paid previously with preliminary materials.
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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333 Three D Systems Circle

Rock Hill, SC 29730

April 11, 2022

Dear Fellow Stockholder:

You are cordially invited to join us at the Annual Meeting of Stockholders of 3D Systems Corporation to be conducted online on Tuesday, May 24, 2022, starting at 2:30 p.m., Eastern Time. In response to continued public health concerns related to the COVID-19 pandemic and to support the health and well-being of our stockholders and other meeting participants, the Annual Meeting will be held in a virtual meeting format only. During the virtual annual meeting, stockholders will be able to listen, vote, and submit questions from their home or any remote location with internet connectivity. Information on how to participate in this year’s virtual annual meeting can be found on page 3 of the accompanying Proxy Statement.

At the meeting, stockholders will vote on the following items:

•	The election of the 10 directors named in the Proxy Statement;

•	The approval, on an advisory basis, of the compensation paid to our named executive officers;

•	The approval of the amendment and restatement of the 2015 Incentive Plan which, among other things, increases the number of shares reserved for issuance thereunder by 6,935,000 shares; and

•	The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2022.

In addition, stockholders will consider and act upon any other matters that may be properly brought before the Annual Meeting or at any adjournments or postponements thereof. If you were a stockholder at the close of business on March 28, 2022, you are eligible to vote at the Annual Meeting.

We encourage you to participate in the Annual Meeting so that we can review the past year with you, listen to your suggestions, and answer any questions that you may have. Whether or not you plan to participate in the Annual Meeting, please vote your shares as soon as possible so that your vote will be counted.

On behalf of 3D Systems Corporation and your Board of Directors, we thank you for your continued support.

			Sincerely,



			Dr. Jeffrey A. Graves
			President and Chief Executive Officer

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

OF 3D SYSTEMS CORPORATION

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of 3D Systems Corporation, a Delaware corporation (the “Company,” “3D Systems,” “we,” and “us”), will be held:

When:

Tuesday, May 24, 2022, at 2:30 p.m., Eastern Time.

Where:

The Annual Meeting will be held via live webcast at www.virtualshareholdermeeting.com/DDD2022. To participate, you will need the 16-digit control number provided on your proxy card or voting instruction form.

Why:	Stockholders are being asked to vote on the four agenda items described below and to consider any other business properly brought before the Annual Meeting and any adjournment or postponement of the meeting.

•	The election of the 10 directors named in the accompanying Proxy Statement;

•	The approval, on an advisory basis, of the compensation paid to our named executive officers;

•	The approval of the amendment and restatement of the 2015 Incentive Plan which, among other things, increases the number of shares reserved for issuance thereunder by 6,935,000 shares; and

•	The ratification of the appointment of BDO USA, LLP as our independent registered public accounting firm for 2022.

Stockholders of record at the close of business on March 28, 2022, are entitled to notice of, to attend, and to vote at the Annual Meeting. On or about April 11, 2022, this Proxy Statement, our Annual Report on Form 10-K for the year ended December 31, 2021 (the “2021 Annual Report”), and proxy card are being mailed or made available to stockholders.

We encourage you to vote on the proposals to be considered at the Annual Meeting electronically by using the website that hosts our Proxy Statement and 2021 Annual Report as described on the Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability”). If you have requested delivery of a printed version of the materials, you will receive a proxy card that you may use to vote your shares. You may also vote by telephone as set forth on the Notice of Internet Availability, your proxy card, or any voting instruction form provided to you.

Regardless of whether you plan to participate in the Annual Meeting, we encourage you to vote your shares electronically on the internet, by telephone, or by proxy card. Please vote today to ensure that your votes are counted.

If you participate in the Annual Meeting, you will be able to vote your shares electronically during the Annual Meeting if you so desire, even if you previously voted. See page 3 of this Proxy Statement for additional details on how to participate in the meeting.

			By Order of the Board of Directors
Rock Hill, South Carolina April 11, 2022

			Andrew M. Johnson Secretary

Important Information Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders

This Proxy Statement and the 2021 Annual Report are available at www.proxyvote.com

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GENERAL INFORMATION			1
Record Date, Voting Securities and Quorum			1
How to Vote			1
Voting Matters			2
INSTRUCTIONS FOR ATTENDING AND PARTICIPATING IN THE VIRTUAL ANNUAL MEETING			3
CORPORATE GOVERNANCE AT 3D SYSTEMS			4
Role of the Board of Directors			4
Global Responsibility and Sustainability			7
Code of Conduct and Code of Ethics			9
Strategy and Risk Oversight			9
Board Leadership			10
Meetings of the Board and its Committees			11
Other Board-Related Matters			14
PROPOSAL ONE – ELECTION OF DIRECTORS			17
Director Nominees			18
DIRECTOR COMPENSATION			23
EMPLOYEE COMPENSATION MATTERS			25
EXECUTIVE COMPENSATION			26
Compensation Discussion and Analysis			26
Compensation Committee Report			40
Summary Compensation Table			41
Grants of Plan-Based Awards in 2019			42
Outstanding Equity Awards at Year-End 2019			43
Option Exercises and Stock Vested in 2019			44
Potential Benefits upon Termination or Change of Control			44
CEO Pay Ratio			47
DELINQUENT SECTION 16(A) REPORTS			48
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			49
PROPOSAL TWO - APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS			51
PROPOSAL THREE - APPROVAL OF THE AMENDMENT AND RESTATEMENT OF THE 2015 INCENTIVE PLAN			52
PROPOSAL FOUR - RATIFICATION OF THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			61
Report of the Audit Committee			62
HOW TO CAST YOUR VOTE IF YOU ARE A STOCKHOLDER OF RECORD			63
HOW TO CAST YOUR VOTE IF YOU ARE A STREET-NAME HOLDER			63
VOTING DURING THE ANNUAL MEETING			63
OTHER VOTING AND STOCKHOLDER MATTERS			64
OTHER MATTERS			67
APPENDIX A – RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES			A-1
APPENDIX B – AMENDED AND RESTATED 2015 INCENTIVE PLAN			B-1

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PROXY STATEMENT

FOR THE ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON MAY 24, 2022

RECORD DATE, VOTING SECURITIES AND QUORUM

The record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting is the close of business on March 28, 2022.

Our common stock, par value $0.001 per share (the “Common Stock”), is our only outstanding class of voting securities. As of the record date for the Annual Meeting, there were 130,356,063 shares of Common Stock issued and outstanding. Each such share of Common Stock is entitled to one vote on each matter to be voted on at the Annual Meeting.

Holders of record of shares of our Common Stock outstanding as of the close of business on the record date are entitled to notice of and to vote at the Annual Meeting.

A majority of the shares of Common Stock outstanding on the record date that are present in person or represented by proxy will constitute a quorum for the transaction of business at the Annual Meeting.

Stockholders who participate in the virtual Annual Meeting will be deemed present in person at the meeting.

HOW TO VOTE

Voting your shares is important to ensure that we get the minimum quorum required to hold and conduct business at the Annual Meeting. Your affirmative participation in the voting process also helps us avoid the need and the added expense of having to contact you to solicit your vote and helps us avoid the need to reschedule the Annual Meeting. We hope that you will exercise your legal rights and fully participate in our future.

We encourage you to review this Proxy Statement and our 2021 Annual Report before you cast your vote. Whether you are a stockholder of record or a street-name holder (each discussed below), you may vote any shares of Common Stock that you are entitled to vote:

•	electronically on the internet;

•	by using a toll-free telephone number furnished to you (up until 11:59 p.m., Eastern Time, on Monday, May 23, 2022, the business day prior to the Annual Meeting); or

•	by mail using a proxy card or voting instruction form furnished to you.

Stockholders of Record

You are considered to be a stockholder of record of each share of Common Stock that is registered in your name on the records of our transfer agent. In this Proxy Statement, we refer to these stockholdings as “record holdings” and to you as a “record holder.” If you are a record holder, we will send you a Notice of Internet Availability. Please follow the instructions in the Notice of Internet Availability to vote.

Street-Name Holders

If you hold your shares in a brokerage account or bank or through another nominee holder, your broker, bank, or other nominee is considered to be the record holder of those shares, and you are considered the “beneficial owner” of shares held in “street-name.” As a beneficial owner, you generally have the right to instruct your broker, bank, or other nominee how to vote your shares. In this Proxy Statement, we refer to these stockholdings as “street-name holdings” and to you as a “street-name holder.”

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You should expect your broker, bank, or other nominee to send you a voting instruction form either by regular mail or by email. Your broker, bank, or other nominee is required to vote your shares pursuant to your instructions. In limited circumstances, your broker, bank, or other nominee may, but is not required to, vote your shares in the absence of specific voting instructions from you for matters that are considered “routine.” We understand that the ratification of the selection of BDO USA, LLP (“BDO”) as our independent registered public accounting firm for 2022 is the only “routine” proposal on which stockholders are being asked to vote at the Annual Meeting. Accordingly, if you do not give voting instructions to your broker, bank, or other nominee, it will be entitled to vote your shares in its discretion on the ratification of the appointment of BDO; however, the nominee will not vote your shares in connection with (i) the election of directors, (ii) the advisory vote on the compensation of our named executive officers, or (iii) the approval of the amendment and restatement of the 2015 Incentive Plan.

Accordingly, street-name holders need to be mindful of the following:

•	For your vote to be counted with respect to each of the proposals, except the ratification of BDO’s appointment, you will need to communicate your voting instructions to your broker, bank, or other nominee before the date of our Annual Meeting.

•

You may also give your broker, bank, or other nominee instructions on voting your shares as to the ratification of BDO’s appointment. If you provide no instructions, the nominee may, but is not required to, exercise its discretion in voting on the ratification of the appointment of BDO as our independent registered public accounting firm for 2022.

•	If your broker, bank, or other nominee exercises that discretion, your shares will be treated as present at the Annual Meeting for all quorum purposes.

To ensure that you as a street-name holder can participate in our upcoming Annual Meeting, please review our proxy materials and follow the instructions for voting your shares on the voting instruction form that you will be receiving from your broker, bank, or other nominee.

For a discussion of the mechanics of each of these means of voting, please see “How to Cast Your Vote if You are a Stockholder of Record,” “How to Cast Your Vote if You are a Street-Name Holder,” “Voting During the Annual Meeting,” and “Other Voting and Stockholder Matters” below.

VOTING MATTERS

Once a quorum of the shares entitled to vote is present in person or represented by proxy at the Annual Meeting, the votes required to approve the matters to be considered at the Annual Meeting are as follows:

•	Election of Directors. Each director is elected by the affirmative vote of the majority of the votes cast for such director at the Annual Meeting.

•	Advisory Vote on the Compensation of Our Named Executive Officers. The affirmative vote of a majority of shares present at the Annual Meeting and entitled to vote thereon is required to approve this matter.

•	Approval of the Amendment and Restatement of the 2015 Incentive Plan. The affirmative vote of a majority of shares present at the Annual Meeting and entitled to vote thereon is required to approve this matter.

•	Ratification of Appointment of the Independent Registered Public Accounting Firm. The affirmative vote of a majority of shares present at the Annual Meeting and entitled to vote thereon is required to approve this matter.

If you specify how your shares are to be voted on a matter, the shares represented by your proxy or other voting instructions will be voted in accordance with your instructions. If you are a stockholder of record and you do not give specific voting instructions, but you otherwise sign, date, and grant a valid proxy, your shares will be voted as follows:

•	FOR the election of the 10 nominees for director named below;

•	FOR the approval, on an advisory basis, of the compensation paid to our named executive officers;

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•	FOR the approval of the amendment and restatement of the 2015 Incentive Plan, which would, among other things, increase the number of shares reserved for issuance thereunder by 6,935,000 shares; and

•	FOR the ratification of the selection of BDO as our independent registered public accounting firm for 2022.

We do not know of any other matters to be presented for consideration at the Annual Meeting. However, if any other matters are properly presented for consideration, the proxy holders will vote your shares on those matters in accordance with the recommendations of the Board of Directors (the “Board of Directors” or “Board”). If the Board of Directors does not make a recommendation on any such matters, the proxy holders will be entitled to vote in their discretion on those matters.

INSTRUCTIONS FOR ATTENDING AND PARTICIPATING IN THE VIRTUAL ANNUAL MEETING

This year our Annual Meeting will once again be a completely virtual meeting. We are not hosting the meeting at a physical location this year as a precaution due to continued concerns regarding the COVID-19 pandemic. The meeting will only be conducted via live webcast.

Stockholders at the close of business on March 28, 2022, will be able to attend the Annual Meeting and to vote and submit questions virtually on the internet during the meeting. The meeting will begin promptly at 2:30 p.m., Eastern Time, on May 24, 2022, at www.virtualshareholdermeeting.com/DDD2022. We encourage you to access the Annual Meeting prior to the start time to allow ample time for check in. To log in, you will need the 16-digit control number provided on your Notice of Internet Availability, proxy card, or voting instruction form.

Once a quorum of the shares entitled to vote is present in person or represented by proxy at the Annual Meeting, the matters discussed above in “Voting Matters” will be considered. Questions pertinent to meeting matters will be answered during the meeting subject to time constraints. Questions regarding personal matters, including those related to employment, product or service issues, or suggestions for product innovations, are not pertinent to meeting matters and, therefore, will not be answered.

If you encounter any technical difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting log in page.

SEC Form DEF 14A filed by 3D Systems Corporation