UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 20, 2025

Proto Labs, Inc.

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Appointment of Mr. Krishna

On May 21, 2025, Proto Labs, Inc. (the “Company”) announced that the Board of Directors (the “Board”) of the Company has appointed Suresh Krishna to serve as the Company’s President and Chief Executive Officer, effective May 20, 2025 (the “Transition Date”), succeeding Robert Bodor, who ceased to be the President and Chief Executive Officer and a director of the Company effective as of the Transition Date. The Board has also appointed Mr. Krishna to serve as a director of the Company, filling the vacancy left on the Board by Dr. Bodor’s departure, until the earlier of the Company’s 2026 annual meeting of shareholders and until his successor is elected and qualified, or until his earlier death, resignation, or removal.

Suresh Krishna, age 56, joined the Company from Northern Tool + Equipment, where he served as President and Chief Executive Officer from April 2020 to November 2024. Prior to joining Northern Tool + Equipment, Mr. Krishna served as the Senior Vice President and Chief Operations, Supply Chain and Lean Officer of Sleep Number Corporation from April 2016 to April 2020. Mr. Krishna also served in various leadership positions at Polaris Inc., including as Vice President and Business Unit Head of Europe Middle East & Africa from 2014 to 2016 and Vice President of Global Operations and Integration from 2010 to 2014. From 2007 to 2010, he served at a division of UTC Fire & Security. Mr. Krishna also served in a variety of roles for Diageo, ABB and earlier in his career, he was an associate at Booz Allen & Hamilton.

In connection with his appointment, Mr. Krishna entered into an Executive Employment Agreement with the Company, dated May 20, 2025 (the “Employment Agreement”), which sets forth certain terms and conditions of his employment. Pursuant to the Employment Agreement, Mr. Krishna’s employment commenced as of the Transition Date and is for a term of three years, unless earlier terminated, and will automatically be extended for successive one-year terms thereafter unless Mr. Krishna provides notice of non-renewal. The Employment Agreement provides that Mr. Krishna will receive the following compensation:

The RSUs, Options, and PSUs noted above will be granted under and pursuant to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan (as amended, the “2022 Plan”) and will be subject to the terms and conditions of the 2022 Plan and the forms of award agreements for such types of awards previously approved by the Compensation and Talent Committee of the Board, except for the Inducement Awards, which will be “inducement awards” within the meaning of the New York Stock Exchange Listed Company Manual Section 303A.08 will not be granted under the 2022 Plan, but they will have the same terms and conditions as equity awards granted under the 2022 Plan and the award agreements for such types of awards, except as provided in the Inducement Award agreements.

The Employment Agreement provides that if the Company terminates Mr. Krishna’s employment without cause (and other than as a result of Mr. Krishna’s death or disability), or if Mr. Krishna’s resigns for good reason (either such event being a “Qualifying Termination”), and provided that Mr. Krishna’s complies with certain conditions, including execution of a general waiver and release of claims and compliance with the restrictive covenants agreement Mr. Krisha entered into in connection with entering into the Employment Agreement, then Mr. Krishna will be entitled to certain benefits summarized below.

If Mr. Krishna has a Qualifying Termination during the term of the Employment Agreement and not in connection with a change in control (which is the period from the change in control until the 18-month period following a change in control (the “Change in Control Period”), then, subject to certain conditions:

If Mr. Krishna has a Qualifying Termination which occurs within 90 days prior to a change in control, and if the termination arose in connection with or in anticipation of the change in control, then, in addition to the compensation Mr. Krishna is entitled to receive in connection with a Qualifying Termination which is not in connection with a change in control, as described above:

If a change in control occurs during the term of the Employment Agreement, and Mr. Krishna has a Qualifying Termination during the Change in Control Period, then, subject to certain conditions:

In the event that the severance pay and other benefits provided for in the Employment Agreement or otherwise payable to Mr. Krishna constitute “parachute payments” under Section 280G of the Internal Revenue Code and would be subject to excise taxes, then such benefits will either be delivered in full or delivered as to such lesser extent which would result in no portion of such severance pay and other benefits being subject to excise taxes, whichever results in the receipt by Mr. Krishna of the greatest amount of benefits on an after-tax basis.

The foregoing description of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement as set forth in Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

There are no arrangements or understandings between Mr. Krishna and any other persons pursuant to which Mr. Krishna was selected as an officer or director of the Company, Mr. Krishna has no family relationships with any of the Company’s directors or executive officers, and Mr. Krishna is not a party to and does not have any direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended.

Departure of Dr. Bodor

As disclosed above, Dr. Bodor departed the Company, effective as of the Transition Date, and ceased to be an employee and director of the Company as of such date. While Dr. Bodor resigned from the Company, the Company agreed to provide the severance compensation contemplated by the provisions for a termination without cause or a resignation for good reason under Section 7.A.(i) of his Executive Employment Agreement, dated January 29, 2021, a copy of which was previously filed with the Securities and Exchange Commission (the “Commission”) and is incorporated herein by reference as Exhibit 10.2.

In addition, Dr. Bodor and the Company entered into a Consulting Agreement, dated May 20, 2025 (the “Consulting Agreement”), pursuant to which Dr. Bodor agreed to provide services to support the transition of management through May 25, 2025. In exchange for his services, the Company will pay Dr. Bodor a fee of $700 per hour. The Company and Dr. Bodor are also discussing the possibility of Dr. Bodor providing consulting services for a longer period of time.

The foregoing description of the Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Agreement as set forth in Exhibit 10.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Amendment to the 2022 Plan

As reported below in Item 5.07, on May 20, 2025, the shareholders of the Company approved the amendment to the 2022 Plan, which increased the number of shares available for issuance pursuant to awards under the plan by an additional 296,000 shares.

A description of the 2022 Plan was included in the Company’s proxy statement for its annual meeting of shareholders filed with the Commission on April 9, 2025, and a copy of the 2022 Plan, as amended, is filed hereto as Exhibit 10.4 and is incorporated by reference herein.

The Company held its Annual Meeting of Shareholders on May 20, 2025 (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders elected all eight persons nominated by the Board. All eight directors will serve as directors until the next Annual Meeting of Shareholders or until their successors are elected and duly qualified, other than Dr. Bodor, who ceased to be a director as of the Transition Date as disclosed above in Item 5.02. The Company’s shareholders also ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, approved an advisory vote on the compensation of the Company’s executive officers and approved the amendment to the 2022 Plan. Set forth below are the final voting results for each of the proposals.

Proposal 1. Election of Directors.

Proposal 2. Ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Proposal 3. Advisory approval of executive compensation.

Proposal 4. Approval of the amendment to the Amended and Restated Proto Labs, Inc. 2022 Long-Term Incentive Plan.

On May 21, 2025, the Company issued a press release announcing the leadership transition described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in that filing.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.