Neogen shareholders approve amended incentive plan

Q: What is the maximum number of shares available under NEOG's amended incentive plan?

The plan permits a maximum of 31,350,000 shares to be issued, subject to certain adjustments.

Awards under the plan may take several forms, from stock options and restricted stock to performance stock units.

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Form Type

8-K/A

Rhea-AI Filing Summary

Neogen Corporation shareholders approved an amended and restated Omnibus Incentive Plan at the October 1, 2026 annual meeting. The plan authorizes equity awards to non-employee directors and employees of Neogen and its subsidiaries, including named executive officers, with a maximum of 31,350,000 shares issuable, subject to certain adjustments. Awards may include stock options, stock appreciation rights, restricted stock and units, performance stock units, and other stock-based awards.

8-K Event Classification

2 items: 5.02, 9.01

2 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 9.01 Financial Statements and Exhibits Exhibits

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

Key Figures

Maximum shares issuable under the plan: 31,350,000 shares

1 metrics

Maximum shares issuable under the plan 31,350,000 shares Subject to certain adjustments

Key Terms

stock appreciation rights, restricted stock units, performance stock units, equity-based awards

4 terms

stock appreciation rights financial

"stock options, stock appreciation rights, restricted stock"

Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.

restricted stock units financial

"restricted stock and restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

performance stock units financial

"performance stock units, and other stock-based awards"

Performance stock units are a type of company award that grants employees shares of stock only if certain performance goals are met. They motivate employees to work toward specific company achievements, aligning their interests with those of shareholders. For investors, they can influence a company's future stock supply and reflect management’s confidence in reaching key targets.

equity-based awards financial

"grant of a variety of equity-based awards"

Equity-based awards are pay given to employees or directors in the form of company stock or rights to obtain stock, such as stock options or restricted stock units. Like giving people slices of a pie instead of extra cash, these awards align staff incentives with company performance but can increase the number of shares outstanding, potentially diluting existing owners and affecting per-share metrics that investors watch.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is the maximum number of shares available under NEOG's amended incentive plan?

The plan permits a maximum of 31,350,000 shares to be issued, subject to certain adjustments.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/26/2026 - 09:17 AM EDT Accepted by SEC EDGAR 10/26/2026 - 09:16 AM EDT

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 01, 2026

    

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 7, 2026 to include the Item 5.02 disclosure regarding shareholder approval of the Neogen Corporation Amended and Restated Omnibus Incentive Plan. Except as described below, this Amendment does not amend, modify or update the original Form 8-K or the disclosures therein, and does not reflect events occurring after the filing of the original Form 8-K.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

At the annual meeting of shareholders of Neogen Corporation (the “Company”) held on October 1, 2026, the Company’s shareholders approved the Neogen Corporation Amended and Restated Omnibus Incentive Plan (the “Plan”). The Plan is an amendment and restatement of the Company’s existing 2023 Omnibus Incentive Plan, previously approved by shareholders. The Plan provides for the grant of a variety of equity-based awards, such as stock options, stock appreciation rights, restricted stock and restricted stock units, performance stock units, and other stock-based awards. The Plan authorizes awards to non-employee directors and all employees of the Company or its subsidiaries, including named executive officers. Subject to certain adjustments, the maximum number of shares that may be issued under the Plan is 31,350,000 shares. The Plan was described in more detail in, and a copy of the Plan was attached as Appendix A to, the Company’s proxy statement filed with the SEC on August 21, 2026. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed as Exhibit 10.1 to this Amendment and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits



10.1		Neogen Corporation Amended and Restated Omnibus Incentive Plan (incorporated by reference to Appendix A to the Company’s definitive proxy statement on Schedule 14A filed with the SEC on August 21, 2026). (1)

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

(1) Denotes compensatory plan or arrangement.

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 26, 2026	By:	/s/ R. Bryan Riggsbee
			Name: R. Bryan Riggsbee Title: Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

1 document