tech20181026_8k.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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, 2018

 

 

BIO-TECHNE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

Minnesota

0-17272

41-1427402

(State or Other Jurisdiction of
Incorporation)

(Commission File Number)

(I.R.S. Employer Identification
Number)

 

614 McKinley Place NE

Minneapolis, MN 55413

(Address of Principal Executive Offices) (Zip Code)

 

(612) 379-8854

(Registrant’s Telephone Number, Including Area Code)

 

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 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(a0 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 35,851,029 shares represented personally or by proxy, which represents approximately 95% 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 eight:

 

For

Against

Abstain

Broker Non-Vote

33,782,217

19,523

20,516

2,028,773

 

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

 

 

For

Against

Abstain

Broker Non-Vote

Charles R. Kummeth

33,141,071

661,743

19,442

2,028,773

Robert V. Baumgartner

25,855,616

7,947,261

19,379

2,028,773

Randolph C. Steer, M.D., Ph.D.

33,177,691

625,087

19,478

2,028,773

John L. Higgins

32,098,445

1,704,334

19,477

2,028,773

Roeland Nusse, Ph.D.

32,100,247

1,702,749

19,260

2,028,773

Harold J. Wiens

33,448,624

354,213

19,419

2,028,773

Joseph D. Keegan, Ph.D.

33,439,161

363,717

19,378

2,028,773

Alpna Seth, Ph.D.

32,102,199

1,700,742

19,315

2,028,773

 

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:

 

For

Against

Abstain

Broker Non-Vote

33,295,957

463,531

62,768

2,028,773

 

Proposal No. 4 – The shareholders approved an amendment to the Company’s Second Amended and Restated 2010 Equity Incentive Plan:

 

For

Against

Abstain

Broker Non-Vote

31,604,912

2,177,797

39,547

2,028,773

 

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, 2019.

 

For

Against

Abstain

Broker Non-Vote

35,405,171

421,319

24,539

N/A

 

 

 

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

 

 

10.1

Second Amended and Restated 2010 Equity Incentive Plan.

 

 

10.2

Form of Director NonQualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan.

 

 

10.3

Form of Employee NonQualified Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan.

 

 

10.4

Form of Incentive Stock Option Agreement for Second Amended and Restated 2010 Equity Incentive Plan.

 

 

10.5

Form of Performance Unit Agreement for Second Amended and Restated 2010 Equity Incentive Plan.

 

 

10.6

Form of Restricted Stock Award Agreement for Second Amended and Restated 2010 Equity Incentive Plan.

 

 

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, 2018

 

 

 

BIO-TECHNE CORPORATION

 

       

 

 

 

 

 

 

/s/ Brenda S. Furlow                                            

 

 

 

Brenda S. Furlow

 

 

 

Senior Vice President, General Counsel and Secretary