tech20161028_8k.htm

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 (Date of earliest event reported): October 27, 2016

 

BIO-TECHNE CORPORATION

(Exact Name of Registrant as Specified in Charter)

 

Minnesota

(State or Other Jurisdiction of Incorporation)

 

  0-17272

       (Commission File Number)

41-1427402

(I.R.S. Employer

Identification No.)

 

614 McKinley Place NE

Minneapolis, MN 55413

(Address of Principal Executive Offices) (Zip Code)

 

Registrant's telephone number, including area code: (612) 379-8854

 

Not Applicable

(Former Name or Former Address, if changed since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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))

 

 
 
 

 

 

Item 5.07     Submission of Matters to a Vote of Security Holders

 

A quorum was present at the Annual Meeting with 35,448,948 shares represented personally or by proxy, which represent approximately 95% of the outstanding shares of the Company's common stock. The voting results at the Annual Meeting were as set forth below.

 

Proposal No. 1 – The shareholders voted to set the number of directors at nine:

 

For

Against

Abstain

Broker Non-Vote

       

35,229,857

86,535

132,556

N/A

 

Proposal No. 2 – The shareholders elected each of the nominees to the Board of Directors:

 

 

For

Against

Abstain

Broker Non-Vote

Charles R. Kummeth

33,478,456

351,012

28,630

1,590,850

Robert V. Baumgartner

32,512,047

1,317,448

28,603

1,590,850

Roger C. Lucas, Ph.D.

33,432,907

396,565

28,626

1,590,850

Randolph C. Steer, M.D., Ph.D.

32,527,452

420,501

910,145

1,590,850

Charles A. Dinarello, M.D.

33,523,056

306,620

28,442

1,590,850

Karen A. Holbrook, Ph.D.

32,597,615

350,879

909,604

1,590,850

John L. Higgins

32,639,297

308,221

910,580

1,590,850

Roeland Nusse, Ph.D.

33,495,894

333,577

28,627

1,590,850

Harold J. Wiens

32,654,498

292,527

911,073

1,590,850

 

Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation.

 

Proposal No. 3 – The shareholders adopted a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Company’s Proxy Statement for the Annual Meeting:

 

For

Against

Abstain

Broker Non-Vote

       

25,044,193

7,525,474

1,288,431

1,590,850

 

Proposal No. 4 – The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2016.

 

For

Against

Abstain

Broker Non-Vote

       

34,782,300

633,218

33,430

N/A

 

 

 
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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.

 

 

Dated: October 31, 2016

 

 

 

 

 

BIO-TECHNE CORPORATION

 

       

 

 

 

 

 

  

/s/ Brenda S. Furlow               

 

 

 

Brenda S. Furlow

 

 

 

Senior Vice President, General Counsel and Secretary

 

 

 

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