UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 2.02 Results of Operations and Financial Condition
A copy of the press release issued by Bio-Techne Corporation (the “Company”) on October 31, 2023, describing the results of operations for the quarter ended September 30, 2023 and its financial condition as of September 30, 2023 is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 5.07 Submission of Matters to a Vote of Security Holders
A quorum was present at the Annual Meeting with 146,017,863 shares represented personally or by proxy, which represents approximately 92.27% of the outstanding shares of the Company's common stock. The voting results at the Annual Meeting were as set forth below.
Proposal No. 1 – The shareholders voted to set the number of directors at nine:
For | Against | Abstain | |
141,242,833 | 672,919 | 34,066 |
Proposal No. 2 – The shareholders elected each of the nominees to the Board of Directors:
For | Against | Abstain | Broker Non-Vote | |
Robert V. Baumgartner | 100,149,013 | 41,734,415 | 66,390 | 4,068,045 |
Julie L. Bushman | 132,251,087 | 9,638,369 | 60,362 | 4,068,045 |
John L. Higgins | 116,991,416 | 24,891,094 | 67,308 | 4,068,045 |
Joseph D. Keegan | 134,547,666 | 7,343,701 | 58,451 | 4,068,045 |
Charles R. Kummeth | 139,037,662 | 2,847,756 | 64,400 | 4,068,045 |
Roeland Nusse | 136,502,096 | 5,384,164 | 63,558 | 4,068,045 |
Alpna Seth | 134,785,952 | 7,102,985 | 60,881 | 4,068,045 |
Randolph C. Steer | 116,461,357 | 25,398,613 | 89,848 | 4,068,045 |
Rupert Vessey | 134,555,098 | 7,335,534 | 59,186 | 4,068,045 |
Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation.
Proposal No. 3 – The shareholders voted against a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement:
For | Against | Abstain | Broker Non-Vote |
49,894,295 | 91,277,734 | 777,789 | 4,068,045 |
Proposal No. 4 – The shareholders approved the frequency of future advisory votes on executive compensation to occur every year.
1 Year | 2 Years | 3 Years | Abstain |
139,718,743 | 141,528 | 939,375 | 1,150,172 |
Proposal No. 5 – The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2024.
For | Against | Abstain | |
140,734,676 | 5,247,721 | 35,466 |
Item 8.01 Other Events
A copy of the press release issued by Bio-Techne Corporation on October 31, 2023, announcing a cash dividend and stock dividend is attached hereto as Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits | |
99.1 | Press Release, dated October 31, 2023, announcing results of operations |
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99.2 | Press Release, dated October 31, 2023, announcing cash dividend and stock dividend |
104 - | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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.
BIO-TECHNE CORPORATION | ||
Date: October 31, 2023 | By: | /s/ Shane V. Bohnen |
Shane V. Bohnen | ||
Senior Vice President, General Counsel and Secretary | ||