Business Context and Reporting Period
This Form 6-K filing by Stratasys Ltd. (Stratasys) is dated July 21, 2023. The report serves as a supplement to the Proxy Statement for the Company's 2023 Annual General Meeting of Shareholders, scheduled for August 8, 2023. The filing addresses a material change to the voting procedure for Proposal 1 (election of directors) resulting from ongoing litigation and discussions with Nano Dimension Ltd. (Nano), a significant shareholder.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a corporate governance update regarding shareholder voting procedures and does not contain financial performance data.
Material Changes
- Voting Format Change: The Company modified the voting mechanism for Proposal 1 from a "slate versus slate" format to a nominee-by-nominee basis. This change was made as a show of goodwill following discussions with Nano Dimension Ltd.
- Board Size Resolution: The Board resolved to set the size of the Board at eight (8) directors regardless of which nominees are elected, overriding the previous conditional structure (8 directors for the Stratasys Slate, 7 for the Nano Slate).
- Proxy Card Revision: A "Revised Proxy Card" (Exhibit 99.1) replaces the "Original Proxy Card." Shareholders are now asked to vote "FOR" eight of the fifteen total nominees and "AGAINST" the remaining seven.
- Election Threshold: The eight nominees receiving the highest number of "FOR" votes (provided they exceed "AGAINST" votes) will be elected to the Board.
Guidance, Outlook, and Risks
- Management Commentary: The Board unanimously recommends shareholders vote "FOR" the eight nominees listed under "Stratasys Nominees" and "AGAINST" the seven nominees listed under "Nano Nominees" on the Revised Proxy Card.
- Risks and Contingencies: The filing references ongoing litigation between Stratasys and Nano Dimension Ltd. in an Israeli district court as the context for the voting format change. Proposal 2 remains unchanged from the original format.
- Shareholder Action: Shareholders who have already voted using the Original Proxy Card do not need to take further action; their votes will be tabulated as votes for the individual nominees comprising their chosen slate. Shareholders wishing to alter their vote must use the Revised Proxy Card.
Key Facts for Investor Verification
- Verify the specific list of eight "Stratasys Nominees" and seven "Nano Nominees" on the Revised Proxy Card (Exhibit 99.1) to ensure accurate voting instructions.
- Confirm the status of the ongoing litigation between Stratasys and Nano Dimension Ltd. to understand the broader context of the board composition dispute.
- Check the record date of July 5, 2023, to determine eligibility to vote at the August 8, 2023, Annual General Meeting.
- Review the Supplement to the Proxy Statement (Exhibit 99.2) for detailed instructions on how to submit revised voting instructions if the Original Proxy Card was already used.