NEOG 8-K
Neogen Corp (NEOG)
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
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 23, 2025, the Company held its 2025 Annual Meeting of Shareholders. At the meeting, 195,086,461 of the 217,298,626 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, September 12, 2025. The voting results are as follows:
Proposal 1 – Election of Directors
Nominee |
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For |
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Withheld |
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Thierry L. Bernard |
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168,950,135 |
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16,330,540 |
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Mikhael Nassif |
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171,847,536 |
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13,433,139 |
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Avi Pelossof |
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171,839,634 |
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13,441,041 |
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Andrea F. Wainer |
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169,573,203 |
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15,707,472 |
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Proposal 2 – To Approve, by Non-Binding Vote, the Compensation of the Company’s Named Executive Officers
The shareholders did not approve, by non-binding vote, the compensation of the Company’s named executive officers, as disclosed in the proxy materials.
For |
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Against |
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Abstain |
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Broker Non-Vote |
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167,126,873 |
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17,679,601 |
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412,667 |
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9,805,786 |
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Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
The shareholders ratified the appointment of BDO USA, P.C. as the Company’s auditors for the fiscal year ending May 31, 2026.
For |
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Against |
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Abstain |
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Broker Non-Vote |
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181,630,320 |
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13,148,285 |
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307,856 |
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit |
Description |
104 |
Cover Page Interactive Data File (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.
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NEOGEN CORPORATION |
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Date: |
October 27, 2025 |
By: |
/s/ Amy M. Rocklin |
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Name: Amy M. Rocklin |