On December 16, 2020, Meridian Bioscience, Inc. (the “Company”) filed and mailed a definitive proxy statement (as supplemented by a supplement dated December 30, 2020, the “Proxy Statement”) describing the matters to be voted on at the Company’s annual meeting of shareholders to be held on January 27, 2021 (the “2021 Annual Meeting”), including the approval of the Meridian Bioscience, Inc. 2021 Omnibus Award Plan (the “Plan”), which is attached as Appendix A to the Proxy Statement.
On January 12, 2021, the Company amended the Plan (the “Plan Amendment”) to reduce the number of shares of Common Stock authorized for issuance under the terms of the Plan. On January 12, 2021, the Company filed supplemental proxy materials (the “Supplement”) with the Securities and Exchange Commission (the “SEC”) to provide shareholders information about the Plan Amendment and to amend and restate certain related disclosures included in the Proxy Statement. The Plan, as amended, will be presented for shareholder approval at the 2021 Annual Meeting.
The Supplement provides that the Plan Amendment reduces the number of shares of Common Stock to be authorized under the Plan described in Proposal 3 of the Proxy Statement. The Proxy Statement and the Plan attached to the Proxy Statement as Appendix A originally provided that Awards granted under the Plan shall be subject to the following limitation in Section 5 of the Plan, among others: “subject to Sections (C) [of Section 5] and 12 of the Plan, no more than the sum of (A) 2,000,000 shares of Common Stock plus (B) the number of shares of Common Stock that, as of the Effective Date, are remaining available for issuance or delivery, and not subject to outstanding awards, under the Prior Plan may be delivered in the aggregate pursuant to Awards granted under the Plan (such sum of (A) and (B), the “Effective Date Share Limit”).”
The Supplement provides that with respect to Proposal 3 of the Proxy Statement, references to 2,000,000 shares are replaced with 1,000,000 shares. Additionally, the reference to “3,745,000” in the first sentence in the paragraph captioned “Share Usage” on page 9 of the Proxy Statement is replaced with “2,745,000.” The Supplement also includes conforming modifications to language in Proposal 3 of the Proxy Statement under the paragraphs captioned “Number of Shares Authorized” on page 9 and “Dilution and Expected Duration” on page 10.
Additional information about the Plan, as well as the Company’s other proposals submitted to the Company’s shareholders for approval, can be found in the Proxy Statement, which is available on the Company’s website at www.meridianbioscience.com, and on the SEC’s website at www.sec.gov, and can be obtained at no charge on these websites.
