Washington, DC 20549 



Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): August 4, 2022



(Exact Name of Registrant as Specified in its Charter)





(State or Other Jurisdiction of


(Commission File Number)

(I.R.S. Employer Identification



614 McKinley Place NE

Minneapolis, Minnesota 55413

(Address of Principal Executive Offices) (Zip Code)


(612) 379-8854

(Registrant’s Telephone Number, Including Area Code)


Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock




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   Emerging growth company

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Chief Executive Officer Transition

On August 4, 2022, Bio-Techne Corporation (the “Company”) announced Chuck Kummeth’s plan to retire from his position as Chief Executive Officer effective June 30, 2024, the end of the Company's 2024 fiscal year. The Board of Directors of the Company has begun the process of identifying and evaluating both internal and external candidates to assume the CEO position upon Mr. Kummeth’s retirement.

Compensation Matters

In connection with the adoption of executive compensation for the fiscal year ending June 30, 2023 by the Compensation Committee (the “Committee”) of the Company's Board of Directors, the Committee, in consultation with the Board of Directors, developed and approved a two-year compensation plan for Mr. Kummeth. The multi-year plan was designed to encourage Mr. Kummeth to remain CEO for two full years while the Board implemented a thorough and seamless transition to a new CEO.

Consequently, the Committee structured and approved a two-year transition compensation plan for Mr. Kummeth with the following components: (i) performance-vesting incentive stock options to acquire up to 150,000 shares of common stock, which options will vest upon the achievement of certain performance goals during fiscal 2023, (ii) performance-vesting incentive stock options to acquire up to 150,000 shares of common stock, which options will vest upon the achievement of certain performance goals during fiscal 2024, (iii) a time-vesting restricted stock unit (RSU) award having an aggregate value of $5,000,000 that will vest in three equal annual increments, all of which will be issued with other annual employee equity grants on August 15, 2022. The incentive stock options are intended to compensate Mr. Kummeth for 2023 and 2024, respectively. The terms of the RSU award will provide that the RSUs will continue to vest after a Qualified Retirement (as defined in the form of RSU award under the Company's 2020 Equity Incentive Plan). Mr. Kummeth will not receive an increase in base salary in line with the increases in base salaries for the Company's other named executive officers, nor will he receive any adjustment to his current target bonus opportunity equal to 160% of his base salary.

Further information about the CEO transition and Mr. Kummeth’s planned retirement are included in the Company's press release issued on August 4, 2022, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.      Financial Statements and Exhibits

Exhibit No.



Press Release, dated August 4, 2022, announcing CEO transition plan


Cover Page Interactive Data File (embedded within the Inline XBRL document)



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.









Date: August 5, 2022


/s/ Brenda S. Furlow



Brenda S. Furlow



Executive Vice President, General Counsel and Secretary