Form 8-K





Washington, D.C. 20549









Date of Report (Date of earliest event reported): May 16, 2018



The ExOne Company

(Exact name of registrant as specified in its charter)




Delaware   001-35806   46-1684608

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)


127 Industry Boulevard

North Huntingdon, Pennsylvania

(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (724) 863-9663

Not Applicable

(Former name or former address, if changed since last report)



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 (see General Instruction A.2. below):


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.  ☐




Item 5.07 Submission of Matters to a Vote of Security Holders

On May 16, 2018, The ExOne Company, a Delaware corporation (the “Company”), held its 2018 Annual Meeting of Stockholders (the “Annual Meeting”) in North Huntingdon, Pennsylvania. A total of 14,156,472 of the Company’s shares of Common Stock were present or represented by proxy at the Annual Meeting, representing approximately 87.37% of the Company’s shares of Common Stock that were outstanding and entitled to vote at the Annual Meeting.

The final results of the matters voted on at the Annual Meeting are provided below.

Proposal 1: The following individuals were elected as directors to hold office for a one-year term expiring at the 2019 Annual Meeting of Stockholders.


Director Name    For      Against      Abstained*     

Broker Non-


     Percentage of
Votes Cast in
Favor of Total
Votes Cast

S. Kent Rockwell

     8,132,745        262,834        12,925        5,747,968        96.87

John Irvin

     8,111,651        283,761        13,092        5,747,968        96.62

Gregory F. Pashke

     8,284,974        110,588        12,942        5,747,968        96.68

Lloyd A. Semple

     7,939,203        456,511        12,790        5,747,968        94.56

William F. Strome

     7,937,614        458,050        12,840        5,747,968        94.54

Bonnie K. Wachtel

     7,941,428        455,181        11,895        5,747,968        94.58


* Abstentions and broker non-votes are not counted in determining the number of votes with respect to Proposal 1 and, therefore, did not affect the outcome of the voting on Proposal 1.

Proposal 2: Schneider Downs & Co., Inc. was ratified as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2018.


For: 13,624,074
Against: 186,021
Abstained**: 346,377
Broker Non-Votes**: 0
Percentage of Votes Cast in Favor of Total Shares Represented at Meeting: 96.24%


** Abstentions are counted towards the vote total for Proposal 2 and have the same effect as “Against” votes. Because broker non-votes are not deemed to be votes entitled to be cast, they did not affect the outcome of the voting on Proposal 2.


Item 8.01    Other Events

On May 16, 2018, the Board of Directors of the Company decided it was in the best interests of the stockholders to recommend the amendment of the Company’s Certificate of Incorporation at the 2019 Annual Meeting of Stockholders. As amended, the Certificate of Incorporation would provide that directors could be removed with or without cause by a majority vote of the stockholders. In addition, the Board has undertaken to abide by the proposed amendment until the 2019 Annual Meeting of Stockholders.


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.



/s/ Loretta L. Benec

  Loretta L. Benec
  General Counsel & Corporate Secretary

Dated: May 17, 2018