bio-20240320

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: March 20, 2024

(Date of earliest event reported)

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-7928


Delaware						94-1381833
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

1000 Alfred Nobel Dr.

Hercules, California 94547

(Address of principal executive offices, including zip code)

(510)724-7000

(Registrant’s telephone number, including area code)


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))

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

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.0001 per share

BIO

New York Stock Exchange

Class B Common Stock, Par Value $0.0001 per share

BIO.B

New York Stock Exchange

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 20, 2024, Bio-Rad Laboratories, Inc. (the “Company”) announced the appointment by the Board of Directors of the Company of Roop K. Lakkaraju as the Company’s Executive Vice President, Chief Financial Officer (including as principal financial officer), effective April 15, 2024.

Mr. Lakkaraju, age 53, joins the Company from Benchmark Electronics, a multi-national electronics manufacturing services company, where he was Executive Vice President and Chief Financial Officer from January 2018 to March 2024. From 2017 to 2018, Mr. Lakkaraju was Chief Financial Officer at Maana, Inc., an enterprise software company. From 2013 to 2017, he was Chief Operating Officer and Chief Financial Officer at Support.com, a provider of cloud-based software and services. Prior to that he held senior executive financial and operational roles at Quantros, Inc. from 2011 to 2013, 2Wire Inc. from 2007 to 2010, Solectron Corporation from 2002 to 2007, and Safeguard Scientifics from 1999 to 2002. Mr. Lakkaraju began his career as an auditor with Grant Thornton and PricewaterhouseCoopers, and holds a B.S. in Business Administration, Accounting, from San Jose State University. He also currently serves on the board of directors and as audit committee chair at Infinera Corporation, a publicly traded global supplier of open optical networking solutions.

The Company and Mr. Lakkaraju entered into an employment offer letter providing for, among other things, an annual base salary of $600,000 and a 2024 target cash bonus under the Company’s corporate incentive bonus plan of 75% of his eligible earnings. Within sixty days of his hire date, the Company’s Board will grant Mr. Lakkaraju restricted stock units valued at $1,450,000. Mr. Lakkaraju also is eligible to participate in the executive long term incentive plan with a targeted grant value of $2,000,000 in 2024 and is eligible for a housing and household goods relocation credit totaling $20,000, to be reimbursed based on submitted expenses. If Mr. Lakkaraju’s employment with the Company is terminated by the Company without good cause, he will be entitled to a lump sum payment equal to eighteen months of his then current annual base salary, provided that he first enters into a full release of all claims in favor of the Company, its affiliates and their respective officers, directors and employees in a form provided by the Company. A copy of the employment offer letter entered into between the Company and Mr. Lakkaraju is filed as Exhibit 10.1 to this report.

There are no arrangements or understandings between Mr. Lakkaraju and any person other than the Company pursuant to which he was appointed as Executive Vice President, Chief Financial Officer. There is no family relationship between Mr. Lakkaraju and any director or executive officer of the Company or any person nominated or chosen to become a director or executive officer of the Company. Mr. Lakkaraju has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of the press release announcing the appointment of Mr. Lakkaraju is furnished with this report as Exhibit 99.1.

ITEM 9.01 Financial Statements and Exhibits


Exhibit Number						Description
10.1						Employment Offer Letter between the Company and Roop K. Lakkaraju dated February14, 2024
99.1						Press Release dated March 20, 2024
104.1						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

BIO-RAD LABORATORIES, INC.

Date:

March 20, 2024

By:

/s/ Norman Schwartz

Norman Schwartz

President and Chief Executive Officer

Exhibit 10.1

February 14, 2024

Roop Lakkaraju

1121 Grimley Lane

San Jose, CA 95120

Dear Roop,

I am pleased to extend to you our written offer of employment to join Bio-Rad Laboratories as Executive Vice President, Chief Financial Officer, reporting directly to Norman Schwartz. In your new position, your bi-weekly salary is $23,076.92, which is equivalent to USD $600,000 annually.

You are eligible to participate in our corporate Incentive Bonus Plan (IBP) with a targeted bonus of 75% of your eligible earnings in 2024, payable in Q1 2025. The company will waive the pro-rate requirement of the 2024 bonus under the conditions of a start date prior to April 15, 2024. The terms and conditions of the IBP are contained in the plan document which you will receive at a later date.

You will be eligible to receive a New Hire RSU grant valued at $1.45 million within 60 days of your hire date and contingent upon approval of the Board of Directors You are also eligible to participate in the annual executive Long Term Incentive Plan (LTI) with a targeted grant value of $2 million. The terms and conditions of your grants are contained in the plan document which you will receive at a later date. RSU’s are typically granted under a 4-year vesting scheme with 25% of the grant vesting each anniversary of the date of grant.

The company agrees you may continue your current Outside Director and Trustee roles alongside your position as CFO of Bio-Rad, provided that there continues to be no conflict of interest between these positions and your role at Bio-Rad. Any future opportunities as an Outside Director must be discussed and approved by the CEO.

If after you begin employment with Bio-Rad your employment is terminated by Bio-Rad without good cause, you will be entitled to a lump sum severance payment equal to 18 months of your then current annual base provided that you first enter into a full release of all claims in favor of Bio-Rad, its affiliates and their respective officers, directors and employees in a form provided by Bio-Rad.

This role requires you to take residence near the Bio-Rad Corporate Headquarters located in Hercules, California. While you are looking for a local residence and to defray costs associated with localizing, we are providing you a housing and household goods relocation credit totaling $20,000, to be reimbursed based on submitted expenses.

This offer is contingent upon you passing a background check and drug test prior to starting employment and entering into a mutual agreement to arbitrate with the company. The types of information that will be requested in the background check include education verification, previous employment verification, professional references, and criminal record check.

Your target start date is April 15, 2024. Please note that background can take up to 2 weeks to complete. We ask that you submit your information to our background check company in a

timely manner to meet this proposed start date.

Bio-Rad maintains a smoke-free and drug-free work environment. As such, our expectation is that you complete a drug test. Sterling, our background screening provider, will contact you regarding a clinic location for the drug test. You must complete a drug test within five days of Sterling’s notification.

Bio-Rad’s comprehensive benefits package provides you with a variety of options that will help meet your needs. You will have up to 31 days from your start date to enroll in these benefits. If you wish to enroll your eligible dependents, you may be required to present evidence of your dependents’ eligibility, such as a marriage certificate or birth certificate.

Please acknowledge your acceptance of this offer by Wednesday, February 14, 2024. This offer is null and void after this date. Once received, a ‘Welcome to Bio-Rad’ letter will be e-mailed with details regarding your on-boarding processes and a “tentative” new hire orientation date. Please note that an official start date can't be determined until your background has cleared, unless you sign the background option acknowledgement form.

For over 70 years, Bio-Rad has benefited from the contributions of exceptional people like you. We seek the best talent to build on the success of our company and we look forward to you joining our highly collaborative environment.

Sincerely,

/s/ Roberto Travaglini

Roberto Travaglini

Sr. HR Director, Global Human Resources

Bio-Rad Laboratories

I accept Bio-Rad Laboratories' offer of employment as herein described.

_/s/ Roop K Lakkaraju____________________ February 14, 2024

Signature Date

Exhibit 99.1

Press Release

Bio-Rad Appoints Roop K. Lakkaraju Executive Vice President, Chief Financial Officer

HERCULES, Calif.— March 20, 2024 -- Bio-Rad Laboratories, Inc. (NYSE: BIO and BIO.B), a global leader in life science research and clinical diagnostics products, today announced that Roop K. Lakkaraju will join the company as its new Executive Vice President and Chief Financial Officer, effective April 15, 2024.

Mr. Lakkaraju joins Bio-Rad from Benchmark Electronics, a multi-national leader in electronics manufacturing services, where he served as Executive Vice President and Chief Financial Officer responsible for all finance-related functions supporting the company’s global operations since 2018. Prior to Benchmark, he held Chief Financial Officer and senior operational roles at several large, multinational companies including Support.com, a provider of cloud-based software and services, and Solectron, a leading global provider of electronics manufacturing and integrated supply chain services. Mr. Lakkaraju began his career as an auditor with Grant Thornton and PricewaterhouseCoopers, and holds a B.S. in Business Administration, Accounting, from San Jose State University.

“We are pleased to welcome Roop Lakkaraju as our new Chief Financial Officer,” stated Norman Schwartz, Bio-Rad’s President and Chief Executive Officer. “Roop’s extensive experience and track record in financial management, operations, mergers and acquisitions, and capital markets transactions will be instrumental in helping us shape and execute our financial strategy.”

"I am excited to join Bio-Rad as its Chief Financial Officer,” said Mr. Lakkaraju. “I look forward to driving the company’s financial and strategic initiatives to create long-term value for all our stakeholders.”

About Bio-Rad

Bio-Rad Laboratories, Inc. (NYSE: BIO and BIO.B) is a leader in developing, manufacturing, and marketing a broad range of products for the life science research and clinical diagnostics markets. Based in Hercules, California, Bio-Rad operates a global network of research, development, manufacturing, and sales operations with over 8,000 employees and $2.7 billion in revenues in 2023. Our customers include universities, research institutions, hospitals, food safety and environmental quality laboratories, and biopharmaceutical companies. Together, we develop innovative, high-quality products that advance science and save lives. To learn more, visit bio-rad.com.

Investor Contact:

Edward Chung, Investor Relations

510-741-6104

[email protected]

Media Contact:

Anna Gralinska, Corporate Communications

510-741-6643

[email protected]