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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.
2021 Omnibus Award Plan
At the January 27, 2021 Annual Meeting (the “Meeting”) of the shareholders of Meridian Bioscience, Inc. (the “Company”), shareholders approved the 2021 Omnibus Award Plan (the “2021 Plan”). The Company’s Board of Directors (the “Board”) unanimously approved the 2021 Plan subject to shareholder approval.
The objectives of the 2021 Plan are to provide long-term incentives to those persons with significant responsibility for the success and growth of the Company, to align the interests of such persons with those of the Company’s shareholders, to assist the Company in recruiting, retaining and motivating employees, directors and consultants on a competitive basis and to link compensation to performance. Under the 2021 Plan, employees of the Company will be eligible to receive awards. The 2021 Plan provides for a variety of equity award vehicles to maintain flexibility. The 2021 Plan will permit the grant of stock options, stock appreciation rights, restricted share awards, and restricted share units.
The foregoing summary of the 2021 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Plan attached as Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 16, 2020 (as amended and supplemented, the “Proxy Statement”).
Effective January 27, 2021, the Board re-constituted its committees as follows:
Audit: David C. Phillips (Ex Officio); Felicia Williams (Chair); James M. Anderson; Anthony P. Bihl III
Compensation: David C. Phillips (Ex Officio); James M. Anderson (Chair); Anthony P. Bihl III; John C. McIlwraith
Nominating and Corporate Governance: David C. Phillips (Ex Officio); Catherine A. Sazdanoff (Chair); Dwight E. Ellingwood; John M. Rice, Jr.
|Item 5.07|| |
Submission of Matters to a Vote of Security Holders.
At the Meeting, shareholders voted on the matters set forth below.
(a) Shareholders elected the nine nominees identified in Item 1 of the Proxy Statement based upon the following votes:
James M. Anderson
Anthony P. Bihl III
Dwight E. Ellingwood
John C. McIlwraith
David C. Phillips
John M. Rice, Jr.
Catherine A. Sazdanoff
(b) Shareholders approved the 2021 Plan based upon the following votes:
(c) Shareholders approved, on an advisory basis, the compensation of the Company’ named executive officers, based upon the following votes:
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.
|MERIDIAN BIOSCIENCE, INC.|
|Date: January 29, 2021||By:|
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)