3D Systems Corporation (DDD) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. I'm Dr. Jeffrey Graves, the President and CEO of 3D Systems. I'd like to call to order the 2021 Annual Meeting of Stockholders of 3D Systems Corporation. Personally, and on behalf of the Board of Directors, I'm pleased to welcome you to this virtual stockholder meeting. I'd like to introduce our Board Chair, Chip McClure, and the other directors who are online today: Malissia Clinton, Bill Curran, Tom Erickson, Chuck Hull, Bill Humes, Jim Kever, Kevin Moore, Vasant Padmanabhan, John Tracy and Jeff Wadsworth. In addition to Chuck Hull, a Director and our Executive Vice President and Chief Technology Officer, a number of our executive officers are on the call as well, including Andy Johnson, our Executive Vice President, Chief Legal Officer and Secretary, who will handle the formalities of this meeting. Also on the call is Jeffrey Wilkinson of BDO USA LLP, our independent registered public accounting firm. Mr. Wilkinson has joined our meeting today to respond to any questions you may have. Many of you on our virtual meeting are employees as well as stockholders of our company, and I'm very pleased that you joined us today. I'll preside over the meeting, and Andy will act as secretary of the meeting. I'd like to complete the formal business of the meeting first and then open it up for questions and comments. As presiding officer, I've appointed [ Chris Veco of the Veco Group ] to serve as our inspector of election for this meeting. I would like to ask the secretary to take care of the formalities of the meeting before we move on. Andy?

Thank you, Jeff. The polls are now open for voting via the Internet on all matters on which the stockholders will vote at this meeting. To vote during this virtual meeting, click on the voting button on the meeting center web page and follow the instructions. Please submit your vote now, as online voting will close shortly upon completion of the formal business of this meeting. If you have questions during the meeting, you can submit those questions in writing by selecting the Q&A button in the virtual meeting center. The inspector of election has already tallied the proxies that she has received and she has provided us with a preliminary count of the shares present in person or by proxy at this meeting. That count shows that a quorum is present and that the meeting can go forward. I have received an affidavit from Broadridge certifying that a notice of Internet availability of proxy materials was mailed commencing on April 8, 2021, to all holders of record of the company's common stock on March 19, 2021, which was the record date for this meeting. A list of the stockholders of record of the company who are entitled to vote at this meeting was prepared and will remain open for inspection via a link in the virtual meeting center during this meeting. This will then be filed with the records of the meeting. Jeff?

Thank you, Andy. Since a quorum is present, we can proceed with the meeting. We have 4 agenda items this morning, each of which was described in the proxy statement. The first matter to be acted upon is the election of the 12 directors to serve until the next annual meeting and until their successors are duly elected and qualified. Andy Johnson will read the nominations recommended by the Board of Directors in the proxy statement.

Those directors are Malissia Clinton, William E. Curran, Thomas W. Erickson, Dr. Jeffrey A. Graves, Charles W. Hull, William D. Humes, Jim D. Kever, Charles G. McClure, Kevin S. Moore, Dr. Vasant Padmanabhan, Dr. John J. Tracy; and Dr. Jeffrey Wadsworth.

Thanks, Andy. The second matter to be voted upon is the approval on an advisory basis of the compensation paid to our named executive officers. The third matter to be voted upon is the ratification of the appointment of BDO USA LLP as our independent registered public accounting firm for the year ending December 31, 2021. And the fourth matter to be voted upon is the stockholder proposal to reduce the ownership required for stockholders to call a special meeting. I understand that James McRitchie, a representative of the proponent, is on the call to present this matter for consideration. Juliana, will you please unmute Mr. McRitchie's line so that he may present this proposal?.

Mr. McRitchie, your line is open.

Yes. This is Jim McRitchie presenting proposal #4 on behalf of wife, Myra Young, and all the shareholders. This good corporate governance proposal requests a threshold of 15% to call special meetings. We've already won something of a victory, since the Board reduced the thresholds for special meetings from 50% to 25% after we submitted our proposal. However, shareholders should take into consideration that 25% of shares are not typically voted at 3D Systems meetings. Requiring 25% of shares to call a special meeting is therefore a higher burden than most shareholders imagine, since that would be basically 1/3 of all shares in the actual voting universe, even a little higher if we account for insiders who are also unlikely to join in calling for a special meeting. Shareholders who do not bother to vote should be excluded in considering special meeting requirements. A similar proposal by my wife, Myra Young, on the same subject, requesting the same threshold, won 49% of the vote 2 years ago. The beauty of a good corporate governance proposal like this one is that it's highly unlikely to result in more costs or a special meeting. The mere presence of the propose -- of the good governance right empowering shareholders serves as a guardrail that helps ensure the Board nominates the best directors. If this proposal is passed and adopted, directors will know that if they don't work in the best interest of shareholders, we will have a practical remedy with teeth. I presented a similar proposal at Kellogg's on April 13 and won 61% of the votes. We urge the Board to join the good governance mainstream of U.S. companies and establish a right for shareholders owning 15% of our outstanding common stock to call a special meeting. I hope the Board will leave the polls open for a moment or two to allow shareholders to vote this item if they have not, or if they voted against it and now want to change their vote. All too often, I've witnessed virtual shareholder meetings where voting polls are closed immediately after the final proposal is presented. Closing the polls so rapidly renders presentations meaningless. So I'm stalling a bit here to give you a little more time to vote, just in case the Board intends to close the polls immediately after I finish. However, I don't want to be accused of wasting your time filibustering. So I'll close now by once again asking you to vote for proposal #4, requesting the right of shareholders with 15% of shares to hold special meetings. Thanks for your attention and consideration and the suspension of rustling of paper. Thank you.

Thank you for your comments, Mr. McRitchie, I sincerely appreciate it. The company's position regarding this proposal is stated clearly in the proxy statement. Do we have any questions on any of these matters?

Jeff, we do. We had a question with regard to proxy proposals 1 through 4. The question is how long will the polls remain open to allow shareholders to vote after the final proposal is presented. And I would confirm that the polls are now closed, so we can move on.

Thanks, Andy. It's 2:08 p.m. Eastern Time, and I declare the polls closed for voting on the matters before the meeting. Will the inspector of election please give her preliminary report?

Yes. There are present in person or by proxy at this meeting the holders of an aggregate of at least 89,807,376 shares of the common stock of the company, representing approximately 71.9% of the voting power of the stock entitled to vote at this meeting. My preliminary report shows that the majority of the votes cast have voted in favor of the election of each of the director nominees named in the proxy statement. A majority of the shares present in person or represented by proxy at the meeting and entitled to vote on the matter have been cast in favor of the approval on an advisory basis of the compensation paid to the company's named executive officers. A majority of the shares present in person or represented by proxy at the meeting have been cast in favor of the ratification of the appointment of BDO USA LLP as the independent registered public accounting firm of the company for the year ending December 31, 2021. A majority of the shares present in person or represented by proxy at the meeting have been cast against the stockholder proposal to reduce the ownership required for stockholders to call a special meeting.

Thank you, [ Ms. Veco ]. Based upon the report of the inspector of election, I declare that the director nominees listed in the proxy statement have been elected; the compensation paid to the company's named executive officers has been approved on an advisory basis; the appointment of BDO USA LLP as the independent registered public accounting firm of the company for the year ending December 31, 2021, has been ratified; and the stockholder proposal to reduce the ownership required for stockholders to call a special meeting has been rejected. The secretary will incorporate the formal report of the inspector of election, including the results of votes with the record of this meeting. We've concluded the business portion of the annual meeting, which is officially adjourned. And we're now happy to take any questions submitted during the meeting.

Jeff, I note that there is one question in the queue, and that question is: do you have any plans to offer a dividend?

That's a very good question. With the cash being generated by the company, it's certainly an option. But we are focused on capturing the exciting opportunities for growth in this industry, as we really view it as an industrial renaissance period for the adoption of additive manufacturing. So I think the best use of our cash is for investments for growth. So we have no current plans to issue a dividend, although those plans can be reconsidered in the future at any time. But thank you for that question.

Thanks, Jeff. There is another question that just appeared, and that question is: how many shareholders, excluding employees and Board, attended this online meeting? And how does this compare to a typical annual shareholder meeting? I'm not certain that we have that information in front of us right now, so we don't have that information to provide.

I will comment in general, though, the -- obviously, the onset of the COVID virus and the difficulty in travel has made these virtual meetings almost a necessity at this point. And on a positive note, the prevalence of the meetings, I believe, in recent years, has allowed for many people from distances to join in the call and participate in the meeting. So I think it's been a very good trend. And certainly, due to COVID, it's been a necessity in this time period. Any other questions?

No?

So thank you for the time to attend our annual meeting. As there are no further business to come before the meeting, I hereby declare the 2021 Annual Meeting completed. Thank you.