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 25, 2012
TECHNE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Minnesota
(State or Other Jurisdiction of Incorporation)
0-17272 41-1427402
(Commission File Number) (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 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in
Fiscal Year
Amendment to Articles of Incorporation
An amendment to the Company's Articles of Incorporation is disclosed in
Item 5.07 and incorporated into this Item 5.03 by reference.
Amendment to Bylaws
At a meeting of the Board of Directors of Techne Corporation (the "Company")
held on October 25, 2012, certain amendments to the Company's Amended and
Restated Bylaws (the "Bylaws") were approved. The amendments provide for an
advance notice provision in Section 2.7 of the Bylaws (the "Advance Notice
Provision") and other administrative changes to provisions such as the
description of officer positions and the conduct of meetings. The Board
adopted the Advance Notice Provision to provide the Company with sufficient
notice of shareholder proposals or director nominations to ensure proper
Company and regulatory review and the provision of all necessary information
to shareholders.
The foregoing summary is qualified in its entirety by reference to the
complete text of the Bylaws, a copy of which is filed herewith as Exhibit 3.1
and incorporated into this Item 5.03 by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on
October 25, 2012 at the Company's headquarters in Minneapolis, Minnesota. At
the meeting, 34,882,256 shares were represented in person or by proxy, which
constituted a quorum. 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
---------- ------- ------- ---------------
34,736,482 40,496 105,278 0
Proposal No. 2 - The shareholders elected each of the nominees to the Board
of Directors:
For Withheld Broker Non-Vote
---------- ---------- ---------------
Thomas E. Oland 31,970,311 460,874 2,451,071
Roger C. Lucas, Ph.D. 31,945,888 485,297 2,451,071
Howard V. O'Connell 31,963,938 467,247 2,451,071
Randolph C. Steer, M.D., Ph.D. 31,898,797 532,388 2,451,071
Robert V. Baumgartner 32,048,507 382,678 2,451,071
Charles A. Dinarello, M.D. 31,969,841 461,344 2,451,071
Karen A. Holbrook, Ph.D. 32,070,785 360,400 2,451,071
John L. Higgins 11,845,892 20,585,293 2,451,071
Roeland Nusse, Ph.D. 9,943,970 22,487,215 2,451,071
Each nominee was elected by a plurality of the votes cast, the voting
standard applicable to this election of directors. With the approval of
Proposal No. 4 and the subsequent filing of the Amended and Restated Articles
of Incorporation on October 26, 2012, future uncontested elections of
directors will be determined using the 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
---------- ------- ------- ---------------
32,237,168 159,001 35,016 2,451,071
Proposal No. 4 - The shareholders approved an amendment to the Company's
Articles of Incorporation to provide for majority voting in uncontested
director elections:
For Against Abstain Broker Non-Vote
---------- ------- ------- ---------------
32,383,745 23,393 24,047 2,451,071
With the shareholder approval of this proposal and the filing of the related
Amended and Restated Articles of Incorporation on October 26, 2012, this
newly approved majority voting standard will be in effect for future
uncontested elections of directors.
The foregoing summary is qualified in its entirety by reference to the
complete text of the Company's Amended and Restated Articles of
Incorporation, a copy of which is filed herewith as Exhibit 3.2 and
incorporated into this Item 5.07 by reference.
Proposal No. 5 - The shareholders ratified the appointment of KPMG LLP as the
Company's independent registered public accounting firm for the fiscal year
ending June 30, 2012.
For Against Abstain Broker Non-Vote
---------- ------- ------- ---------------
34,634,900 238,286 9,070 0
Item 8.01 Other Events
Announcement of Cash Dividend and Increase in Share Repurchase Program
On October 25, 2012, the Company issued a press release announcing the
payment of a cash dividend and an increase in the Company's share repurchase
program. The full text of the press release is set forth in Exhibit 99.1
attached hereto and is incorporated by reference as if fully set forth
herein.
Adoption of Director Resignation Policy
In light of the amendment to the Company's Articles of Incorporation to
implement a majority voting standard in uncontested director elections, the
Company's Board of Directors (the "Board") has adopted a director resignation
policy (the "Policy"). The Policy was adopted effective October 26, 2012 and
will be applicable to future director elections conducted under the majority
voting standard. The Policy provides that an incumbent director who does not
receive a majority of the votes cast "for" his or her election must offer to
tender his or her resignation to the Company's Nominations and Governance
Committee. The Policy further provides that the Board, taking into account
the recommendation of the Nominations and Governance Committee, will act on
the tendered resignation and publicly disclose its decision within 90 days of
receiving certification of the election results. If the Board does not
accept such director's resignation, the director will continue to serve until
the next annual meeting and until his or her successor is duly elected.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements: None
(b) Pro forma financial information: None
(c) Shell Company Transactions: None
(d) Exhibits:
3.1 Amended and Restated Bylaws, effective October 25, 2012
3.2 Amended and Restated Articles of Incorporation, as filed
October 26, 2012
99.1 Press Release, dated October 25, 2012
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 26, 2012
TECHNE CORPORATION
/s/ Thomas E. Oland
-------------------
Thomas E. Oland
President and Chief Executive Officer
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
TECHNE CORPORATION
EXHIBIT INDEX TO FORM 8-K
Date of Report: Commission File No.:
October 25, 2012 0-17272
Exhibit No. ITEM
---------- ----------
3.1 Amended and Restated Bylaws, effective October 25, 2012
3.2 Amended and Restated Articles of Incorporation, as filed
October 26, 2012
99.1 Press Release, dated October 25, 2012