Shareholders of Bio-Rad (NYSE: BIO) approve 2017 incentive plan changes

Rhea-AI Filing Summary

Bio-Rad Laboratories reported results of its April 21, 2026 annual meeting. Stockholders approved an amended 2017 Incentive Award Plan that increases the shares of common stock reserved for issuance by 335,000 and extends the plan’s expiration to March 18, 2036.

All nominated directors were elected by the required majorities, KPMG LLP was ratified as independent auditor for the year ending December 31, 2026, and executive compensation received majority support in a non-binding advisory vote. A stockholder proposal regarding the company’s dual class capital structure did not receive the required majority approval.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Plan share reserve increase: 335,000 shares Plan expiration: March 18, 2036 Auditor ratification votes For: 7,037,199 votes +3 more

6 metrics

Plan share reserve increase 335,000 shares Additional common stock reserved under Amended 2017 Incentive Award Plan

Plan expiration March 18, 2036 Extended expiration date of 2017 Incentive Award Plan

Auditor ratification votes For 7,037,199 votes Ratification of KPMG LLP for fiscal year ending December 31, 2026

Say-on-pay votes For 6,682,605 votes Non-binding advisory vote approving executive compensation

Incentive plan approval votes For 6,847,541 votes Approval of Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan

Dual class proposal votes Against 5,459,554 votes Stockholder proposal on dual class capital structure not approved

Key Terms

Incentive Award Plan, non-binding advisory vote, broker non-votes, dual class capital structure

4 terms

Incentive Award Plan financial

"The Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan was approved"

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

non-binding advisory vote regulatory

"The non-binding advisory vote to approve executive compensation was approved"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes regulatory

"Votes For, Votes Against, Votes Abstaining, Broker Non-Votes 1,469,297 | 5,459,554 | 6,903 | 187,048"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

dual class capital structure financial

"The stockholder proposal regarding dual class capital structure was not approved"

Understanding 8-K Material Events →

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UNITED STATES

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:   April 21, 2026

(Date of earliest event reported)

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-07928

Delaware						94-1381833
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

1000 Alfred Nobel Dr.

Hercules, California 94547

(Address of principal executive offices, including zip code)

(510)724-7000

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.0001 per share

BIO

New York Stock Exchange

Class B Common Stock, Par Value $0.0001 per share

BIO.B

New York Stock Exchange

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 Rule 12b-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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2026, at the annual meeting of stockholders (the “Annual Meeting”) of Bio-Rad Laboratories, Inc. (the “Company”), as further described in Item 5.07 below, the Company’s stockholders approved the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan (the “Plan”). The Plan was approved by the Board of Directors (“Board”) of the Company (subject to stockholder approval) to, among other changes, (i) increase the shares of common stock reserved for issuance under the Plan by 335,000 shares and (ii) extend the expiration date of the Plan by approximately two years to March 18, 2036. A description of the material terms of the Plan is set forth in the Company’s definitive proxy statement on Schedule 14A for the Annual Meeting which was filed with the U.S. Securities and Exchange Commission (“SEC”) on March 25, 2026. The description of the Plan contained herein is qualified in its entirety by reference to the Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders on April 21, 2026. The matters voted upon at the meeting and the results of those votes are set forth below.

1. Each of the nominated directors was elected and received the affirmative vote of a majority of the votes cast in the respective class of Common Stock, as follows:
			Class of Common Stock						Votes			Votes			Votes						Broker
			to Elect						For			Against			Abstaining						Non-Votes
Melinda Litherland			Class A						17,316,523			2,297,029			28,202						1,351,946
Arnold A. Pinkston			Class A						17,423,468			2,192,574			25,712						1,351,946
Jeffrey L. Edwards			Class B						4,991,119			346			93						31,874
Gregory K. Hinckley			Class B						4,991,075			390			93						31,874
Allison Schwartz			Class B						4,991,152			313			93						31,874
Norman Schwartz			Class B						4,990,995			470			93						31,874
2. The proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2026 was ratified and received the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:
Votes						Votes						Votes						Broker
For						Against						Abstaining						Non-Votes
7,037,199						38,994						46,609						-
3. The non-binding advisory vote to approve executive compensation was approved and received the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:
Votes						Votes						Votes						Broker
For						Against						Abstaining						Non-Votes
6,682,605						268,173						4,956						167,069
4. The proposal to approve the Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan was approved and received the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:
Votes						Votes						Votes						Broker
For						Against						Abstaining						Non-Votes
6,847,541						105,243						2,949						167,069
5. The stockholder proposal regarding dual class capital structure was not approved since the proposal did not receive the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:
Votes						Votes						Votes						Broker
For						Against						Abstaining						Non-Votes
1,469,297						5,459,554						6,903						187,048

ITEM 9.01    Financial Statements and Exhibits

Exhibit Number						Description
10.1						Amended Bio-Rad Laboratories, Inc. 2017 Incentive Award Plan
104.1						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document

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.

BIO-RAD LABORATORIES, INC.

Date:

April 24, 2026

By:

/s/ Courtney C. Enloe

Courtney C. Enloe

Executive Vice President, General Counsel and Secretary

FAQ

What did Bio-Rad (BIO) shareholders approve at the April 21, 2026 meeting?

Shareholders approved the Amended 2017 Incentive Award Plan, elected all nominated directors, ratified KPMG LLP as independent auditor for 2026, and passed a non-binding advisory vote supporting executive compensation, each by a majority of the relevant voting power present at the meeting.

How did the Amended 2017 Incentive Award Plan change for Bio-Rad (BIO)?

The amended plan increases the shares of common stock reserved for issuance by 335,000 and extends the plan’s expiration date by about two years, to March 18, 2036. Other material terms are described in Bio-Rad’s March 25, 2026 definitive proxy statement filed on Schedule 14A.

Was the dual class capital structure proposal approved for Bio-Rad (BIO)?

No. The stockholder proposal regarding Bio-Rad’s dual class capital structure did not receive the affirmative vote of a majority of the combined voting power, with 1,469,297 votes for, 5,459,554 votes against, 6,903 abstentions, and 187,048 broker non-votes recorded.

What were the say-on-pay results for Bio-Rad (BIO) executive compensation?

The non-binding advisory vote on executive compensation was approved, receiving 6,682,605 votes for, 268,173 votes against, 4,956 abstentions, and 167,069 broker non-votes. This indicates majority stockholder support for the company’s named executive officer pay program at this annual meeting.

Which auditor did Bio-Rad (BIO) shareholders ratify for fiscal 2026?

Stockholders ratified KPMG LLP as Bio-Rad’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 7,037,199 votes for, 38,994 votes against, and 46,609 abstentions recorded on the ratification proposal at the annual meeting.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 179.3 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.5 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.8 KB