UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM  i 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  i October 6, 2022

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

 

i Michigan		i 0-17988		i 38-2367843
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

i 620 Lesher Place  i Lansing,  i Michigan		i 48912
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code  i 517- i 372-9200

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

 

Title of each Class		Trading Symbol(s)		Name of each exchange on which registered
i Common Stock, $0.16 par value per share		i NEOG		i NASDAQ Global Select Market

N/A

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

i ☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company   i ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

 

 

 

Item 5.07

Submission of Matters to a Vote of Security Holders

On October 6, 2022, Neogen Corporation (the “Company”) held its 2022 Annual Meeting of Shareholders. At the meeting 91,372,532 of the 107,837,730 shares outstanding and entitled to vote were present and voted. The matters listed below were submitted to a vote of the shareholders though the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement dated as of, and filed with Securities and Exchange Commission on, August 30,2022. The voting results are as follows:

Proposal 1 – Election of Directors

 

Nominee		For				Withheld
John E. Adent			77,565,587				696,450
William T. Boehm, Ph.D.			75,283,973				2,978,064
James P. Tobin			73,738,155				4,523,882

Proposal 2 – To Approve, by Non-Binding Vote, the Compensation of the Company’s Named Executive Officers

The shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy materials.

 

For		Against		Abstain		Broker Non-Vote
74,522,788		3,427,649		311,060		13,110,495

Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The shareholders ratified the appointment of BDO USA LLP as the Company’s auditors for the fiscal year ending May 31, 2023.

 

For		Against		Abstain		Broker Non-Vote
90,958,964		330,884		82,684		0

SIGNATURES

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.

 

						NEOGEN CORPORATION
						(Registrant)
Date: October 7, 2022
						/s/ Steven J. Quinlan
						Steven J. Quinlan
						Vice President & CFO