Proto Labs amends bylaws tightening proxy solicitation and director nomination rules

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On November 15, 2022, the Board of Directors (the “Board”) of Proto Labs, Inc. (the “Company”) adopted certain amendments to its Amended and Restated Bylaws (as amended, the “Bylaws”), effective immediately. Among other things, the Bylaws: ● Permit any previously scheduled meeting of the shareholders (other than a special meeting held upon shareholder demand) to be rescheduled, postponed, or canceled by resolution of the Board upon public notice given prior to the date of such meeting; ● Require any shareholder that directly or indirectly solicits proxies from other shareholders to use a proxy card color other than white, which is reserved for the exclusive use by the Board; ● Establish additional rules governing the conduct of meetings of shareholders; and ● Provide more detailed provisions for the process of nominating and electing directors, including: o Requiring any shareholder-nominated director