Neogen shareholders elect directors, ratify BDO; pay vote falls short

Rhea-AI Filing Summary

Neogen Corporation reported results from its 2025 Annual Meeting held on October 23, 2025. A total of 195,086,461 of 217,298,626 shares outstanding and entitled to vote were represented.

Shareholders elected four directors: Thierry L. Bernard (For 168,950,135; Withheld 16,330,540), Mikhael Nassif (For 171,847,536; Withheld 13,433,139), Avi Pelossof (For 171,839,634; Withheld 13,441,041), and Andrea F. Wainer (For 169,573,203; Withheld 15,707,472).

The non-binding advisory vote on executive compensation did not pass (For 167,126,873; Against 17,679,601; Abstain 412,667; Broker Non-Vote 9,805,786). Shareholders ratified BDO USA, P.C. as independent auditor for the fiscal year ending May 31, 2026 (For 181,630,320; Against 13,148,285; Abstain 307,856).

Insights

Governance and Proxy Analyst

Directors elected; say-on-pay failed; auditor ratified.

Neogen’s meeting confirms board continuity with four nominees elected by sizable majorities. The advisory vote on executive pay did not receive approval, signaling shareholder dissatisfaction with the compensation program as disclosed in the proxy. Auditor continuity is affirmed with the ratification of BDO USA, P.C. for the fiscal year ending May 31, 2026.

Advisory votes are non-binding, but boards often review program design and engagement when support falls short. The vote tallies provide clear signals: pay received fewer “For” votes than the director slate, while the auditor received broad support.

Subsequent filings may provide the board’s response to the advisory outcome and any adjustments to compensation practices disclosed in future proxy materials.

false000071137700007113772025-10-232025-10-23

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 (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. ☐

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 did not approve, 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