NEOG corrects vote: executive pay approved; auditors ratified

Rhea-AI Filing Summary

Neogen Corporation filed an 8-K/A to correct its Annual Meeting results, confirming that Proposal 2 (say‑on‑pay) was approved on October 23, 2025. Shareholder participation was strong, with 195,086,461 of 217,298,626 shares outstanding and entitled to vote present and voted.

Proposal 2 received 167,126,873 For, 17,679,601 Against, 412,667 Abstain, and 9,805,786 broker non‑votes. Shareholders also ratified the appointment of BDO USA, P.C. as auditor with 181,630,320 For, 13,148,285 Against, and 307,856 Abstain. Director nominees Thierry L. Bernard, Mikhael Nassif, Avi Pelossof, and Andrea F. Wainer each received a majority of votes For.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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, or exhibit attachments filed with this report.

FAQ

What did NEOG correct in this 8-K/A?

Proposal 2, the non-binding say-on-pay vote, was corrected to show it was approved at the October 23, 2025 Annual Meeting.

How many NEOG shares were present and voted at the meeting?

195,086,461 of 217,298,626 shares outstanding and entitled to vote were present and voted.

What were the say-on-pay (Proposal 2) vote totals for NEOG?

For: 167,126,873; Against: 17,679,601; Abstain: 412,667; Broker Non‑Vote: 9,805,786.

Did NEOG shareholders ratify the auditors?

Yes. BDO USA, P.C. was ratified with 181,630,320 For, 13,148,285 Against, and 307,856 Abstain.

Which NEOG director nominees were elected?

Thierry L. Bernard, Mikhael Nassif, Avi Pelossof, and Andrea F. Wainer each received a majority of votes For.

When was NEOG’s 2025 Annual Meeting held?

The meeting was held on October 23, 2025.

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Accepted by SEC EDGAR 10/27/2025 - 10:55 AM Learn about SEC filing dates

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

(Amendment No. 1)

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 23, 2025

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 Code: (517) 372-9200

N/A

(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 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
Common Stock, $0.16 par value per share		NEOG		Nasdaq Global Select Market

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. ☐

Explanatory Note

This Form 8-K/A amends the Form 8-K filed on October 27, 2025 to correct an inadvertent error in the Company's statement regarding Proposal 2. In the originally filed 8-K, it was stated that Proposal 2 was not approved by shareholders. As corrected herein, the shareholder proposal was approved by the Company's shareholders at the Annual Meeting of Shareholders on October 23, 2025. No other changes have been made to the originally filed 8-K.

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

On October 23, 2025, the Company held its 2025 Annual Meeting of Shareholders. At the meeting, 195,086,461 of the 217,298,626 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, September 12, 2025. The voting results are as follows:

Proposal 1 – Election of Directors

Nominee		For				Withheld
Thierry L. Bernard			168,950,135				16,330,540
Mikhael Nassif			171,847,536				13,433,139
Avi Pelossof			171,839,634				13,441,041
Andrea F. Wainer			169,573,203				15,707,472

Proposal 2 – To Approve, by Non-Binding Vote, the Compensation of the Company’s Named Executive Officers

The shareholders approved, by non-binding vote, the compensation of the Company’s named executive officers, as disclosed in the proxy materials.

For				Against				Abstain				Broker Non-Vote
	167,126,873				17,679,601				412,667				9,805,786

Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The shareholders ratified the appointment of BDO USA, P.C. as the Company’s auditors for the fiscal year ending May 31, 2026.

For				Against				Abstain				Broker Non-Vote
	181,630,320				13,148,285				307,856				-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
104	Cover Page Interactive Data File (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.

			NEOGEN CORPORATION
Date:	October 27, 2025	By:	/s/ Amy M. Rocklin
			Name: Amy M. Rocklin Title: Chief Legal & Compliance Officer, Corporate Secretary