8-K - TECH - Equibles

UNITED STATES

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): January 26, 2023

BIO-TECHNE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Minnesota	0-17272	41-1427402
(State or Other Jurisdiction of<br><br>Incorporation)	(Commission File Number)	(I.R.S. Employer Identification<br><br>Number)

55413<br><br>
614 McKinley Place NE<br><br>Minneapolis , Minnesota 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)

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	TECH	NASDAQ

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(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 January 26, 2022, the Compensation Committee of the Board of Directors of Bio-Techne Corporation (the “Company”) appointed Mr. Shane Bohnen, age 48, as an executive officer of the Company in the position of Senior Vice President, General Counsel and Corporate Secretary, effective March 3, 2023. Mr. Bohnen succeeds Brenda Furlow, who has announced her intention to retire on March 3, 2023.

Mr. Bohnen most recently served as Associate General Counsel for the Company since 2019. Prior to joining the Company, Mr. Bohnen served as in-house corporate counsel at Resideo Technologies, Inc. beginning in 2018. From 2013 to 2018, he held roles of increasing responsibility as in-house counsel at Smiths Medical, Inc. Mr. Bohnen also was a litigation attorney for ten years, including eight years at Bowman & Brooke LLP, where he handled a broad range of litigation matters.

With his appointment, Mr. Bohnen will enter into an employment agreement with the Company (the “Employment Agreement”) in the same form used for all executive officers of the Company. The Employment Agreement provides for the following compensation and benefits:

●	Base salary of $331,500;
●	Participation in the Management Incentive Plan, with a cash bonus of 50% at target and annual equity grants with both time- and performance-based vesting, the first set of grants to be issued in August of 2023;
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●	A one-time grant of restricted stock units valued at $500,000, to be issued April 1, 2023, with vesting of one third each on the three anniversaries following the date of grant;
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●	Reimbursement of certain business expenses in connection with his service to the Company and participation in other employee benefit plans generally available to the Company’s employees, and certain other benefits as set forth in the Employment Agreement.
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This description of the material terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Executive Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.

There is no transaction with the Company or any of its subsidiaries or affiliates requiring disclosure under Item 404(a) of Regulation S-K.

Item 8.01 Other Events

A copy of the press release issued by Bio-Techne Corporation on January 31, 2023 announcing the retirement of Ms. Furlow and the appointment of Mr. Bohnen is attached hereto as Exhibit 99.1.

Item 9.01. **** Financial Statements and Exhibits

Exhibit No.	Description
99.1	Press Release, dated January 31, 2023


104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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.

	BIO-TECHNE CORPORATION
Date: January 31, 2023	By:	/s/ Brenda S. Furlow
	Brenda S. Furlow
	Executive Vice President, General Counsel and Secretary

TECHNE CORPORATION RELEASES UNAUDITED SECOND QUARTER

EXHIBIT 99.1

BIO-TECHNE ANNOUNCES RETIREMENT, APPOINTMENT OF GENERAL COUNSEL

Minneapolis/January 31, 2023/ Bio-Techne Corporation (NASDAQ: TECH) today announced Shane Bohnen has been appointed Senior Vice President, General Counsel effective March 3, 2023. Mr. Bohnen succeeds Brenda Furlow, who will be retiring from the Company after serving as Executive Vice President and General Counsel for the past nine years. Brenda has been and will continue to provide transition support until her March 3, 2023, retirement and will serve in a consulting capacity for special projects going forward.

Mr. Bohnen has over 20 years of experience as a senior legal advisor, including serving as Bio-Techne’s Associate General Counsel since 2019. During his tenure at Bio-Techne, Mr. Bohnen led several initiatives, including commercial support across the entire Bio-Techne enterprise, co-leading recent M&A activities, contributing to the Company’s ESG initiatives, including the preparation of the most recent Corporate Sustainability Report, and protecting the enterprise’s competitive interests through offensive and defensive litigation. Prior to joining Bio-Techne, Mr. Bohnen spent 10 years in private practice where he developed broad experience in life sciences litigation, practicing in more than sixty U.S. jurisdictions on behalf of life sciences manufacturers and providers, and eventually being elected to the partnership at Bowman & Brooke LLP. Mr. Bohnen also served as in-house corporate counsel at Smiths Medical where he held roles of increasing responsibility including providing conglomerate-wide, global legal support across five distinct enterprises. Additionally, he served briefly as in-house counsel at Resideo where he supported three successful acquisitions, a number of process and culture improvement initiatives and several strategic reorganizations.

“I want to personally thank Brenda for her leadership and significant contributions over the last nine years at Bio-Techne. She established the legal and compliance functions at Bio-Techne, and most recently has been instrumental in leading our corporate sustainability program. Her legal advice and strategic insight have played an integral role in the Company’s success, and I wish her the best in the future,” said Chuck Kummeth, President and Chief Executive of Bio-Techne. “Shane has been a trusted legal advisor to the Bio-Techne executive team since joining the Company in 2019. His in-depth knowledge of Bio-Techne and experience in our complex commercial business, management of legal and regulatory risk, oversight of compliance and ethics programs, and corporate governance experience will be essential as we continue to execute our long-term growth strategy.”

About Bio-Techne Corporation (NASDAQ:TECH)

Contact: David Clair, Vice President, Investor Relations

david.clair@bio-techne.com

612-656-4416