UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
Specialized Disclosure Report
Proto Labs, Inc.
(Exact Name of Registrant as Specified in its Charter)
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| Minnesota | | | | 001-35435 |
(State or other jurisdiction
of incorporation) | | | | (Commission File Number) |
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5540 Pioneer Creek Drive
Maple Plain, Minnesota | | 55359 |
| (Address of principal executive offices) | | (Zip Code) |
| | |
| Daniel Schumacher (763) 479-3680 |
(Name and telephone number, including area code
of the person to contact in connection with this report.) |
Check the appropriate box to indicate the rule pursuant to which this form is being filed:
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| þ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2023. |
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| ☐ | Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended . |
Section 1 - Conflict Minerals Disclosure
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| Item 1.01. | Conflict Minerals Disclosure and Report |
Conflict Minerals Disclosure
Proto Labs, Inc. (the “Company” or “our”) has filed a Conflict Minerals Report for the reporting period from January 1, 2023 to December 31, 2023 (the “2023 Conflict Minerals Report”), which is referenced in Item 1.02 below, filed as an exhibit to this Form SD and also publicly available on our website at www.protolabs.com under “Investor Relations” and “Corporate Governance - Highlights.” The content of any referenced website is not incorporated by reference into and should not be considered part of this Form SD.
A copy of the Company’s 2023 Conflict Minerals Report is filed as Exhibit 1.01 attached to this Form SD.
Section 2 - Resource Extraction Issuer Disclosure
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| Item 2.01. | Resource Extraction Issuer Disclosure Report |
Not applicable.
Section 3 - Exhibits
The following exhibit is filed as part of this report:
SIGNATURE
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.
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| | Proto Labs, Inc. | |
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| Date: | May 29, 2024 | By: | /s/ Daniel Schumacher | |
| | | Daniel Schumacher | |
| | | Chief Financial Officer | |
Exhibit 1.01
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| Injection Molding Sheet Metal Fabrication CNC Machining 3D Printing |
PROTO LABS, INC.
CONFLICT MINERALS REPORT
For the reporting period from January 1, 2023 to December 31, 2023
This Conflict Minerals Report (this “Report”) of Proto Labs, Inc. (the “Company,” “we,” “us” or “our”) has been prepared pursuant to Rule 13p-1 and Form SD (the “Rule”) promulgated under the Securities Exchange Act of 1934, as amended, for the reporting period from January 1, 2023 to December 31, 2023. The scope of this Report includes all of the Company’s product lines.
The Rule requires disclosure of certain information when a company manufactures or contracts to manufacture products for which the minerals specified in the Rule are necessary to the functionality or production of those products. The specified minerals, which we collectively refer to in this Report as the “Conflict Minerals,” are gold, columbite-tantalite (coltan), cassiterite and wolframite, or their derivatives, which are limited to tantalum, tin and tungsten. The “Covered Countries” for the purposes of the Rule are the Democratic Republic of the Congo, the Republic of the Congo, the Central African Republic, South Sudan, Uganda, Rwanda, Burundi, Tanzania, Zambia and Angola. As described in this Report, the Company manufactures certain products for which the Conflict Minerals are necessary to the functionality or production of those products.
Proto Labs, Inc. Overview
Proto Labs, Inc. is an e-commerce driven digital manufacturer of custom prototypes and on-demand production parts. We utilize injection molding, computer numerical control (“CNC”) machining, 3D printing and sheet metal fabrication processes to manufacture custom parts for product developers and engineers. We offer several plastic and metal material options to our customers who select the proper material(s) for production of their parts. A very limited number of the metal materials we offer for production of parts have been identified as containing Conflict Minerals (the “Covered Products”).
We have established management systems to support the execution of our Conflict Minerals program and ensure it operates effectively and is sustainable into the future. We have adopted a policy affirming our commitment to conducting business fairly and ethically with respect for human rights and in compliance with applicable laws and regulations, including the Rule, which is available on our website (the “Conflict Minerals Policy”). Our policy also affirms our support for the responsible sourcing of Conflict Minerals through our global supply chain, and states that we are actively and diligently working with our global supply chain partners to determine the origin of any Conflict Minerals they may supply to us, and that we will continue to work with them toward the goal of providing greater supply chain transparency and responsible sourcing. In addition to establishing the Conflict Minerals Policy, we have assembled a cross-functional team to implement and oversee our Conflict Minerals compliance program. We have a process in place to engage our suppliers to educate them about the Rule and request information from them regarding Conflict Minerals, and to collect, analyze and retain any such information received from them.
Reasonable Country of Origin Inquiry
We do not directly source Conflict Minerals. Instead, we purchase raw materials from third-party suppliers that are multiple layers removed from the smelters and refiners of the Conflict Minerals that are in the raw materials ultimately supplied to us. We must therefore rely on our suppliers to provide information regarding the origin of Conflict Minerals that are included in such materials.
For the calendar year 2023 reporting period, we worked with a third-party provider of conflict minerals validation services to assist us in our good faith reasonable country of origin inquiry regarding the Conflict Minerals contained in the products we manufacture. We evaluated the products we manufactured for our customers and determined that certain products manufactured during calendar year 2023 were manufactured with raw materials that may contain Conflict Minerals that are necessary to the functionality or production of those products. We identified 106 suppliers of those raw materials, and surveyed each of them using the Conflict Minerals Reporting Template (the "CMRT”) developed by the Responsible Minerals Initiative (the “RMI”). We requested that these suppliers make similar inquiries of their suppliers and sub-suppliers until the smelters and refiners of any Conflict Minerals in the raw materials supplied to us could be identified and compared to the conflict-free smelters and refiners lists developed and maintained by the RMI.
Due Diligence
Due Diligence Design and Framework
Because we could not determine that all the Conflict Minerals in the Covered Products did not originate in a Covered Country or originated from recycled or scrap sources based on the responses to the CMRTs, we exercised due diligence on the source and chain of custody of the Conflict Minerals. The Company’s due diligence measures have been designed to conform to the five-step framework in the Organization for Economic Co-operation and Development Due Diligence Guidance for Responsible Supply Chain of Minerals from Conflict-Affected and High Risk Areas: Third Edition, including the related supplements on gold, tin, tantalum and tungsten (the “OECD Guidance”).
Due Diligence Measures Performed
The objective of the due diligence performed was to determine the source and chain of custody of the Conflict Minerals contained in the Covered Products and to determine whether any of those Conflict Minerals are associated with armed groups in the Covered Countries. For the Covered Products manufactured during the calendar year ended December 31, 2023, the Company’s Operations, Compliance and Finance Departments were involved in the due diligence process.
As part of our due diligence, we reviewed supplier responses to each CMRT and followed up with suppliers who did not provide us with a timely response by escalating communication with unresponsive suppliers to the stakeholders in charge of the business relationship via both automated email and personalized email, including offering assistance and further information on how to complete the survey. In reviewing supplier responses, we challenged responses that did not respond on a product level and compared the information reported on the CMRTs to our knowledge of the composition of the materials contained in the Covered Products. We also followed-up on responses to try to get smelters and refiners information so that we could independently verify the information reported on each CMRT. If a supplier identified smelters or refiners in a CMRT, we also screened those smelters and refiners with a screening software to alert us if any materials or components provided to us may have originated in any country that may be subject to sanctions or other various government watchlists related to human rights violations or if any of the smelters or refiners identified are subject to sanctions or may be on other various government watchlists related to human rights violations. If we identity any potential economic sanctions risk as part of this screening process, then we work with the relevant suppliers to evaluate and remediate such risks in a manner consistent with applicable sanctions-program requirements.
Due Diligence Results
Of the suppliers surveyed that returned to us a completed CMRT, we were able to identify 55 smelters and refiners that may have processed Conflict Minerals in materials supplied to us for our Covered Products for 2023. Those smelters and refiners identified by the Company’s suppliers are listed on Annex I below; however, as noted in the introduction to Annex I, this list may be overinclusive given that a few of our suppliers did not report on a product level. 48 of the 55 smelters and refiners reported that the Conflict Minerals in the materials supplied to us for our Covered Products either 1) do not come from the Covered Countries or 2) are conformant to the RMI assessment protocols for conflict free sourcing. Four of the smelters and refiners are listed as nonconformant, and three are under due diligence review. For the suppliers that returned a survey, we were able to identify country of origin data for all smelters and refiners but not all suppliers responded to our survey. Based on the due diligence procedures described above, we are filing this Report as we do not believe the information received from our suppliers and our additional due diligence efforts for calendar year 2023 are sufficient to determine the exact country of origin of the Conflict Minerals in our Covered Products. We are continuing to work with our suppliers to monitor risks in our supply chain to ensure compliance with our Conflict Minerals Policy.
Future Steps to Mitigate Risk
The Company expects to take the following steps, among others, to continue to improve its due diligence measures and to further mitigate the risk that any Conflict Minerals necessary to the functionality of any of the Company’s products finance or benefit armed groups in the Covered Countries: continuing to engage with suppliers to obtain current, accurate and complete information about the supply chain; encouraging suppliers to implement responsible sourcing and to have them encourage smelters and refiners to obtain a “conflict-free” designation from an independent, third-party auditor; and engaging in industry initiatives encouraging “conflict-free” supply chains.
Annex I
The below list of Smelters or Refiners (“SORs”) were identified to the Company by our suppliers as following the RMI protocols for the reporting period from January 1, 2023 to December 31, 2023, with the RMAP Audit Status confirmed as of May 10, 2024. The Company is typically many tiers in the supply chain removed from SORs, and our direct suppliers have not traced materials supplied to us back to individual SORs. Many of our suppliers provided information to the Company on all SORs identified to them by their suppliers, and have not been able to confirm that Conflict Minerals processed by these SORs have been used in the products they have supplied us because they did not provide their CMRT at the product level. Therefore, it is possible that the list contains SORs not used to process Conflict Minerals contained in our products.
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Annex I |
| Smelters and Refiners |
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| Metal | Smelter or Refiner Name | Location (Country) | RMAP Audit Status |
| Tantalum | F&X Electro-Materials Ltd. | China | Conformant |
| Tantalum | JiuJiang JinXin Nonferrous Metals Co., Ltd. | China | Conformant |
| Tantalum | NPM Silmet AS | Estonia | Conformant |
| Tantalum | Ulba Metallurgical Plant JSC | Kazakhstan | Conformant |
| Tantalum | Jiangxi Dinghai Tantalum & Niobium Co., Ltd. | China | Conformant |
| Tantalum | Materion Newton Inc. | United States of America | Conformant |
| Tantalum | Jiangxi Tuohong New Raw Material | China | Conformant |
| Tantalum | Solikamsk Magnesium Works OAO | Russian Federation | RMI Due Diligence Review - Unable to Proceed |
| Tin | Metallic Resources, Inc. | United States of America | Conformant |
| Tin | Tin Technology & Refining | United States of America | Conformant |
| Tin | EM Vinto | Bolivia (Plurinational State of) | Conformant |
| Tin | Fenix Metals | Poland | Conformant |
| Tin | Gejiu Non-Ferrous Metal Processing Co., Ltd. | China | Conformant |
| Tin | Gejiu Kai Meng Industry and Trade LLC | China | Non Conformant |
| Tin | China Tin Group Co., Ltd. | China | Conformant |
| Tin | Malaysia Smelting Corporation (MSC) | Malaysia | Conformant |
| Tin | Mineracao Taboca S.A. | Brazil | Conformant |
| Tin | Minsur | Peru | Conformant |
| Tin | Mitsubishi Materials Corporation | Japan | Conformant |
| Tin | Jiangxi New Nanshan Technology Ltd. | China | Conformant |
| Tin | Operaciones Metalurgicas S.A. | Bolivia (Plurinational State of) | Conformant |
| Tin | PT Mitra Stania Prima | Indonesia | Conformant |
| Tin | PT Prima Timah Utama | Indonesia | Conformant |
| Tin | PT Refined Bangka Tin | Indonesia | Conformant |
| Tin | PT Stanindo Inti Perkasa | Indonesia | Conformant |
| Tin | PT Timah Tbk Kundur | Indonesia | Conformant |
| Tin | Rui Da Hung | Taiwan, Province of China | Conformant |
| Tin | Thaisarco | Thailand | Conformant |
| Tin | White Solder Metalurgia e Mineracao Ltda. | Brazil | Conformant |
| Tin | Yunnan Chengfeng Non-ferrous Metals Co., Ltd. | China | Conformant |
| Tin | CV Venus Inti Perkasa | Indonesia | Conformant |
| Tin | Melt Metais e Ligas S.A. | Brazil | Non Conformant |
| Tin | PT ATD Makmur Mandiri Jaya | Indonesia | Conformant |
| Tin | Aurubis Beerse | Belgium | Conformant |
| Tin | Aurubis Berango | Spain | Conformant |
| Tin | PT Menara Cipta Mulia | Indonesia | Conformant |
| Tin | Guangdong Hanhe Non-Ferrous Metal Co., Ltd. | China | Conformant |
| Tin | PT Bangka Serumpun | Indonesia | Conformant |
| Tungsten | Kennametal Huntsville | United States of America | Conformant |
| Tungsten | Guangdong Xianglu Tungsten Co., Ltd. | China | Conformant |
| Tungsten | Chongyi Zhangyuan Tungsten Co., Ltd. | China | Conformant |
| Tungsten | Global Tungsten & Powders LLC | United States of America | Conformant |
| Tungsten | Hunan Chenzhou Mining Co., Ltd. | China | Conformant |
| Tungsten | Hunan Jintai New Material Co., Ltd. | China | Non Conformant |
| Tungsten | Wolfram Bergbau und Hutten AG | Austria | Conformant |
| Tungsten | Xiamen Tungsten Co., Ltd. | China | Conformant |
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| Tungsten | Ganzhou Jiangwu Ferrotungsten Co., Ltd. | China | Conformant |
| Tungsten | Jiangxi Yaosheng Tungsten Co., Ltd. | China | Conformant |
| Tungsten | Jiangxi Gan Bei Tungsten Co., Ltd. | China | Conformant |
| Tungsten | Hunan Shizhuyuan Nonferrous Metals Co., Ltd. Chenzhou Tungsten Products Branch | China | Conformant |
| Tungsten | H.C. Starck Tungsten GmbH | Germany | Conformant |
| Tungsten | Jiangwu H.C. Starck Tungsten Products Co., Ltd. | China | Conformant |
| Tungsten | ACL Metais Eireli | Brazil | Non Conformant |
| Tungsten | Hydrometallurg, JSC | Russian Federation | RMI Due Diligence Review - Unable to Proceed |
| Tungsten | Moliren Ltd. | Russian Federation | RMI Due Diligence Review - Unable to Proceed |
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| Annex II |
| List of countries of origin of Conflict Minerals |
| |
| Argentina |
| Australia |
| Austria |
| Belarus |
| Belgium |
| Bolivia (Plurinational State of) |
| Brazil |
| Burundi |
| Cambodia |
| Canada |
| Chile |
| China |
| Colombia |
| Democratic Republic of Congo |
| Djibouti |
| Ecuador |
| Egypt |
| El Salvador |
| Estonia |
| Ethiopia |
| France |
| Germany |
| Guam |
| Guyana |
| Hong Kong |
| Hungary |
| India |
| Indonesia |
| Ireland |
| Israel |
| Japan |
| Jersey |
| Kazakhstan |
| Korea |
| Luxembourg |
| Madagascar |
| Malaysia |
| Mexico |
| Mongolia |
| Morocco |
| Mozambique |
| Myanmar |
| Namibia |
| Netherlands |
| Niger |
| Nigeria |
| Peru |
| Philippines |
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| Poland |
| Portugal |
| Russian Federation |
| Rwanda |
| Saudi Arabia |
| Sierra Leone |
| Singapore |
| Slovakia |
| South Africa |
| Spain |
| Sudan |
| Suriname |
| Switzerland |
| Taiwan |
| Tanzania |
| Thailand |
| Turkey |
| Uganda |
| United Arab Emirates |
| United Kingdom |
| United States of America |
| Vietnam |
| Zambia |
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