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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): March 14, 2022

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)

517-372-9200
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report.)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of each Class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.16 par value per share |  | NEOG |  | The NASDAQ Global Select Market

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 (§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 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2022, Neogen Corporation (the “Company”) amended its Restated Articles of Incorporation in order to increase the number of authorized shares of common stock, par value $0.16 per share, of the Company from 120,000,000 to 240,000,000. The increase in the number of authorized shares was previously approved by the Company’s shareholders at the Company’s 2021 Annual Meeting of Shareholders.
This description of the amendment to the Company’s Restated Articles of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Articles of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 | Financial Statements and Exhibits

(d) Exhibits

Exhibit No. |  | Description
3.1 |  | Certificate of Amendment to the Articles of Incorporation of Neogen Corporation, filed March 14, 2022

104 |  | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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
Date: March 17, 2022 | By: | /s/ Amy Rocklin
| Name: | Amy Rocklin
| Title: | VP, General Counsel & Corporate Secretary