8-K: Xometry Stockholders Re-Elect Director, Approve Executive Compensation, and Ratify Auditor at 2025 Annual Meeting

Xometry, Inc. announced the successful passage of all three proposals at its 2025 Annual Meeting of Stockholders, including the re-election of Randolph Altschuler as a Class I director, advisory approval of executive compensation, and ratification of Deloitte and Touche LLP as independent auditors.

Summary

• Xometry, Inc. held its 2025 Annual Meeting of Stockholders on June 18, 2025.
• Stockholders elected Randolph Altschuler as a Class I director to serve until the 2028 Annual Meeting, with 64,396,222 votes For, 5,822,012 Withheld, and 4,373,305 Broker Non-Votes.
• The compensation of the company's named executive officers was approved on an advisory basis, with 68,132,494 votes For, 2,035,694 Against, 50,046 Abstain, and 4,373,305 Broker Non-Votes.
• Deloitte and Touche LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 74,561,074 votes For, 4,030 Against, and 26,435 Abstain.
• Consistent with the Board's recommendation and prior stockholder vote, the company will continue to hold an advisory vote on executive compensation annually.

Sentiment

Score: 8

Explanation: The sentiment is positive as all management-backed proposals passed with strong shareholder support, indicating stability and alignment between the company's leadership and its investors. There were no unexpected negative outcomes or significant dissent.

Positives

• Randolph Altschuler was successfully re-elected as a Class I director with strong shareholder support (64,396,222 votes For).
• The advisory vote on named executive officer compensation passed with overwhelming shareholder approval (68,132,494 votes For), indicating confidence in the current compensation structure.
• The selection of Deloitte and Touche LLP as the independent auditor was ratified with near-unanimous shareholder support (74,561,074 votes For), ensuring continuity and confidence in financial oversight.
• All proposals recommended by the Board of Directors were approved by stockholders, demonstrating alignment between management and shareholders.

Negatives

• While proposals passed, there were 5,822,012 votes withheld for the director election and 2,035,694 votes against executive compensation, indicating some level of shareholder dissent, albeit minor compared to total votes.

Future Outlook

Xometry will continue to hold an advisory vote to approve the compensation of its named executive officers on an annual basis until the next required advisory vote on the frequency of holding future votes regarding executive compensation.

Management Comments

• "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 thereunto duly authorized. XOMETRY, INC. By: /s/ Randolph Altschuler Randolph Altschuler Chief Executive Officer"

Industry Context

This filing reflects standard corporate governance practices for publicly traded companies, where annual meetings are held to elect directors, approve executive compensation, and ratify auditors. The strong shareholder support for all proposals indicates stable corporate governance within Xometry, aligning with typical expectations for established companies in the manufacturing marketplace industry.

Stakeholder Impact

• Shareholders: Their votes determined the composition of the board, approved executive compensation, and ratified the auditor, directly impacting corporate governance and oversight.
• Management: The advisory approval of executive compensation indicates shareholder support for their remuneration structure.
• Auditors: Deloitte and Touche LLP's selection was ratified, confirming their role for the upcoming fiscal year.

Next Steps

• The re-elected Class I director, Randolph Altschuler, will serve until the 2028 Annual Meeting of Stockholders.
• The company will continue to hold annual advisory votes on the compensation of its named executive officers.

Key Dates

Keywords

Xometry, XMTR, SEC Filing, 8-K, Annual Meeting, Stockholder Vote, Director Election, Executive Compensation, Auditor Ratification, Corporate Governance, Deloitte and Touche LLP