Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 24, 2022, as described below under Item 5.07 of this Current Report on Form 8-K, the stockholders of 3D Systems Corporation (the "Company") approved an amendment and restatement (the "Amendment and Restatement") of the Company's 2015 Incentive Plan (as amended and restated, the "Plan"). The Board of Directors of the Company previously adopted the Amendment and Restatement on February 15, 2022, subject to stockholder approval. The Amendment and Restatement (i) adds 6,935,000 new shares of common stock to the pool of shares available for awards and (ii) extends the term of the Plan until February 14, 2032.

The material terms of the Plan are described in "Proposal Three - Approval of the Amendment and Restatement of the 2015 Incentive Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 11, 2022, which description is incorporated herein by reference. A copy of the Plan is attached hereto as Exhibit 10.1.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 24, 2022, the Company held its Annual Meeting of Stockholders (the "Annual Meeting"). A total of 90,050,744 shares of common stock were present in person or represented by proxy at the Annual Meeting, consisting of approximately 69.08% of the total shares entitled to vote. The final votes on the proposals presented at the Annual Meeting are as follows:





Proposal One:

As set forth below, the Company's stockholders elected the following directors to serve until the next annual meeting of stockholders and until their successors are elected and qualified:





                                                                                           Broker
                            Votes For          Votes Against         Abstentions         Non-Votes
Nominees for Election
to Board of Directors
Malissia R. Clinton         68,490,156             996,045             151,272           20,413,271
William E. Curran           64,510,309           4,960,173             166,991           20,413,271
Claudia N. Drayton          67,519,321           1,970,815             147,337           20,413,271
Thomas W. Erickson          67,780,718           1,143,558             713,197           20,413,271
Dr. Jeffrey A. Graves       69,106,848             396,214             134,411           20,413,271
Jim D. Kever                68,195,973           1,271,863             169,637           20,413,271
Charles G. McClure,
Jr.                         68,963,690             515,084             158,699           20,413,271
Kevin S. Moore              63,803,714           5,664,534             169,225           20,413,271
Dr. Vasant Padmanabhan      69,023,426             420,472             193,575           20,413,271
Dr. John J. Tracy           69,050,735             419,099             167,639           20,413,271




Proposal Two:

As set forth below, the Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers:





    Votes            Votes                            Broker
     For            Against       Abstentions       Non-Votes
  68,050,304       1,275,883         311,286        20,413,271




Proposal Three:

As set forth below, the Company's stockholders approved the Amendment and Restatement of the Plan, which, among other things, increases the number of shares for issuance thereunder by 6,935,000 shares and extends the term of the Plan until February 14, 2032:





                                                         Broker
  Votes For       Votes Against      Abstentions       Non-Votes
  67,329,960         2,052,998          254,515        20,413,271




Proposal Four:

As set forth below, the Company's stockholders ratified the appointment of BDO USA, LLP as the Company's independent registered public accounting firm for the year ending December 31, 2022:





  Votes For       Votes Against      Abstentions
  89,114,127          627,380           309,237

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



  10.1     Amended and Restated 2015 Incentive Plan of 3D Systems Corporation as
         approved by stockholders on May 24, 2022.
104      Cover Page Interactive Data File (embedded within the Inline XBRL
         document).

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