Neogen (NEOG) 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM8-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 4, 2018

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 code517-372-9200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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 Rule12b-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 4, 2018, Neogen Corporation (the “Company”) held its 2018 Annual Meeting of Shareholders. At the meeting 48,080,133 of the 51,833,882 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 28, 2018. The voting results are as follows:

Proposal 1 – Election of Directors

Nominee	For		Withheld
James C. Borel		42,531,954		454,606
Ronald D. Green, Ph.D.		39,509,603		3,476,957
Darci L. Vetter		42,553,883		432,677

Proposal 2 – To Approve an Amendment to the Company’s Restated Articles of Incorporatiom, as Amended, to Increase the Number of Authorized Shares of Common Stock

The shareholders approved the amendment to the Company’s Restated Articles of Incorporation to increase the number of authorized shares of common stock.

For	Against	Abstain	BrokerNon-Vote
46,722,766	1,267,012	60,590	29,765

Proposal 3 – To Approve the Establishment of the Neogen Corporation 2018 Omnibus Incentive Plan

The shareholders approved the establishment of the Neogen Corporation 2018 Omnibus Incentive Plan.

For	Against	Abstain	BrokerNon-Vote
39,730,261	3,179,374	76,924	5,093,574

Proposal 4 – To Approve, byNon-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	BrokerNon-Vote
42,346,181	502,855	137,523	5,093,574

Proposal 5 – 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, 2019.

For	Against	Abstain	BrokerNon-Vote
47,775,169	179,132	125,832	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 5, 2018
	/s/ Steven J. Quinlan
	Steven J. Quinlan
	Vice President & CFO