SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 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): October 26, 2017
BIO-TECHNE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
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0-17272 (Commission File Number) |
41-1427402 (I.R.S. Employer Identification No.) |
614 McKinley Place NE
Minneapolis, MN 55413
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (612) 379-8854
Not Applicable
(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 obligations 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 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
A quorum was present at the Annual Meeting with 35,782,997 shares represented personally or by proxy, which represents approximately 96% 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 ten:
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For |
Against |
Abstain |
Broker Non-Vote |
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33,943,200 |
161,735 |
39,722 |
1,638,290 |
Proposal No. 2 – The shareholders elected each of the nominees to the Board of Directors:
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For |
Against |
Abstain |
Broker Non-Vote |
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Charles R. Kummeth |
33,826,769 |
294,961 |
22,977 |
1,638,290 |
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Robert V. Baumgartner |
33,727,937 |
391,840 |
24,930 |
1,638,290 |
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Randolph C. Steer, M.D., Ph.D. |
32,878,733 |
1,241,597 |
24,377 |
1,638,290 |
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Charles A. Dinarello, M.D. |
14,835,527 |
19,284,504 |
24,676 |
1,638,290 |
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Karen A. Holbrook, Ph.D. |
33,178,208 |
944,284 |
22,215 |
1,638,290 |
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John L. Higgins |
32,929,670 |
1,190,446 |
24,591 |
1,638,290 |
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Roeland Nusse, Ph.D. |
33,813,075 |
306,899 |
24,733 |
1,638,290 |
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Harold J. Wiens |
33,194,386 |
925,529 |
24,792 |
1,638,290 |
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Joseph D. Keegan, Ph.D. |
33,868,071 |
251,837 |
24,799 |
1,638,290 |
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Alpna Seth, Ph.D. |
33,869,105 |
249,757 |
25,845 |
1,638,290 |
With the exception of Dr. Dinarello, who will offer to tender his resignation for consideration under the process described in the Company’s Principles of Corporate Governance, 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 Company’s Proxy Statement for the Annual Meeting:
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For |
Against |
Abstain |
Broker Non-Vote |
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19,312,038 |
14,686,971 |
145,698 |
1,638,290 |
Proposal No. 4 – The shareholders adopted a non-binding resolution approving “one year” for the frequency of the Company’s advisory votes on executive compensation:
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1 Year |
2 Years |
3 Years |
Abstain |
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33,763,492 |
11,663 |
209,174 |
160,378 |
Proposal No. 5 – The shareholders approved the Company’s Second Amended and Restated 2010 Equity Incentive Plan:
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For |
Against |
Abstain |
Broker Non-Vote |
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31,648,433 |
2,399,958 |
96,316 |
1,638,290 |
Proposal No. 6 – The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2018.
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For |
Against |
Abstain |
Broker Non-Vote |
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35,263,729 |
427,948 |
91,320 |
N/A |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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10.1 |
Second Amended and Restated 2010 Equity Incentive Plan. |
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10.2 |
Form of Director NonQualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.3 |
Form of Employee NonQualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.4 |
Form of Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.5 |
Form of Performance Unit Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.6 |
Form of Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.7 |
Form of Restricted Stock Unit Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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.
Dated: October 26, 2017
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BIO-TECHNE CORPORATION |
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/s/ Brenda S. Furlow |
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Brenda S. Furlow |
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Senior Vice President, General Counsel and Secretary |
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Description |
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10.1 |
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10.2 |
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10.3 |
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10.4 |
Form of Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.5 |
Form of Performance Unit Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.6 |
Form of Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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10.7 |
Form of Restricted Stock Unit Agreement for Second Amended and Restated 2010 Equity Incentive Plan. |
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