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Date of Report (Date of earliest event reported): October 29, 2020

 

 

(Exact Name of Registrant as Specified in its Charter)

 

 

 

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

 

 

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:

 

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

 

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

 

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

 

☐     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 or Rule 12b-2 of the Securities Exchange Act of 1934.

☐     Emerging growth company

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

 

 

 

On October 29, 2020, Bio-Techne Corporation (the “Company”) held its 2020 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved a resolution to amend and restate the Company’s Second Amended and Restated 2010 Equity Incentive Plan (the “Plan” and, as amended and restated, the “Amended Plan”), including allocating an additional 1,300,000 shares for awards under the Amended Plan.

 

A description of the material terms of the Amended Plan is set forth in the Company’s definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on September 15, 2020 (the “Proxy Statement”).

 

 

A quorum was present at the Annual Meeting with 36,064,491 shares represented personally or by proxy, which represents approximately 94% 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:

 

 

Proposal No. 2 – The shareholders elected each of the nominees to the Board of Directors:

 

 

Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation.

 

Proposal No. 3 – The shareholders adopted a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement:

 

 

Proposal No. 4 – The shareholders approved amendments to the Plan, as described in the Proxy Statement:

 

 

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, 2021.

 

 

 

 

(d)   Exhibits

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

Dated: November 3, 2020