NEOGEN CORP MI false 0000711377 0000711377 2019-10-03 2019-10-03

 

 

UNITED STATES

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 3, 2019

 

NEOGEN CORPORATION

(Exact name of registrant as specified in its charter)

 

MICHIGAN

 

0-17988

 

38-2367843

(State or other jurisdiction

of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

     

620 Lesher Place Lansing, Michigan

48912

(Address of principal executive offices)

 

(Zip Code)

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

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 (see General Instruction A.2. below):

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))

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

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

            

 

N/A

 

        

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  

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 3, 2019, Neogen Corporation (the “Company”) held its 2019 Annual Meeting of Shareholders. At the meeting 49,174,401 of the 52,378,783 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 27, 2019. The voting results are as follows:

Proposal 1 - Election of Directors

Nominee

 

For

   

Withheld

 

John E. Adent

   

43,767,599

     

901,515

 

William T. Boehm, Ph.D.

   

44,231,446

     

437,668

 

James P. Tobin

   

39,558,913

     

5,110,201

 

Proposal 2 - To Approve, by Non-Binding Vote, the Compensation of Executives

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

43,773,253

 

799,171

 

96,690

 

4,505,287

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, 2020.

For

 

Against

 

Abstain

 

Broker Non-Vote

48,861,769

 

167,640

 

144,992

 

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, 2019

 

 

 

 

/s/ Steven J. Quinlan

         

 

 

Steven J. Quinlan

 

 

Vice President & CFO