Neogen Corporation SEC filings document material events for an operating company focused on food safety and animal safety products. Recent 8-K filings cover quarterly results and financial condition, Regulation FD disclosures related to Petrifilm manufacturing validation, and exhibits containing earnings releases and business updates.
The company’s filings also record governance and leadership matters, including executive appointments and departures, compensatory arrangements, board committee assignments, annual meeting voting results, executive compensation votes, and auditor ratification. These disclosures provide formal records of Neogen’s public-company reporting, operating updates, governance structure and shareholder matters.
Neogen Corporation reported changes to its Board of Directors. William T. Boehm, a director since 2011 who chairs the Audit Committee and serves on the Compensation & Talent Management Committee, has notified the company that he will retire from the Board when his term ends on October 23, 2025. This marks the planned departure of a long-serving director with key committee responsibilities.
The Board has appointed Avi Pelossof as a new Class II director, effective October 24, 2025. He will participate in Neogen’s standard non-employee director compensation program, as previously described in the company’s 2024 proxy statement. The filing highlights his more than 25 years of diagnostics experience, including leadership roles at Immucor Inc. and Alere Inc., where he oversaw a $750 million infectious disease portfolio and the launch of an FDA CLIA-waived point-of-care molecular test.
Gates Capital and related entities report beneficial ownership of 12,793,941 shares of Neogen Corporation common stock, equal to 5.9% of the 217,205,186 shares outstanding as of June 30, 2025. The filing lists Gates Capital Management, L.P.; Gates Capital Management GP, LLC; Gates Capital Management, Inc.; and Jeffrey L. Gates as joint reporting persons, each disclosing shared voting and dispositive power over the same 12,793,941 shares and no sole voting or dispositive power. The statement affirms the shares were acquired in the ordinary course of business and not to influence control of the issuer. The filing includes a joint filing agreement signed August 14, 2025.
A group led by Clarkston Capital Partners, Clarkston Companies and Modell Capital jointly reported beneficial ownership of 14,005,725 shares of Neogen Corporation common stock, representing 6.44% of the company's 217,205,186 outstanding shares used for the calculation. The report breaks ownership down as 5,125,000 shares with sole voting and dispositive power and 8,838,775 (voting) / 8,880,725 (dispositive) shares with shared powers. The filing is presented as a joint Schedule 13G and includes a certification that the securities are held in the ordinary course of business and not with the purpose or effect of changing control.
Neogen Corp. (NEOG) filed its FY-2025 Form 10-K covering the year ended 31 May 2025. The Lansing-based food & animal safety company reports a two-segment structure: Food Safety contributed 71.3 % of FY-25 revenue (vs. 70.9 % FY-24) while Animal Safety supplied 28.7 %. International sales grew to 50.2 % of total. The group employs 2,974 people across 28 countries.
Strategic actions include the April 2025 agreement to divest the global Cleaners & Disinfectants unit and ongoing integration of the 3 M Food Safety Division acquired in Sept 2022 (Reverse Morris Trust). Management still targets cost and revenue synergies but acknowledges impairment charges on the Food Safety reporting unit recorded in Q2 and Q4 FY-25.
Key risk disclosures: (1) Material weaknesses in internal control over financial reporting, mainly ineffective review controls for goodwill valuation; (2) continued challenges merging 3 M’s manufacturing footprint; (3) exposure to tariffs, supply-chain disruption, cybersecurity threats and geopolitical instability; (4) dependence on third-party logistics and single-source suppliers. R&D spend remains at 2-3 % of revenue; no customer represents ≥10 % of sales. Common stock outstanding: 217.2 m shares (30 Jun 2025); public float valued at $2.72 bn (30 Nov 2024).
Norges Bank, manager of Norway’s sovereign wealth fund, filed Amendment No. 3 to Schedule 13G on Neogen Corp (NEOG) as of 30 Jun 2025. The bank now reports beneficial ownership of 9,076,830 common shares, representing 4.2 % of outstanding stock. All shares are held with sole voting and dispositive power; there is no shared power with other parties.
The filing indicates that Norges Bank’s stake has fallen below the 5 % threshold, activating the “Ownership of 5 Percent or Less” disclosure in Item 5. The shares are held on behalf of the Government of Norway and were acquired in the ordinary course of business, with no intent to influence control of the issuer. Aya Sobhy signed the certification on 24 Jul 2025.
Neogen Corp. (NEOG) filed an 8-K disclosing a leadership change. The Board appointed Mikhael Nassif, age 49, as President & CEO effective 11 Aug 2025. Nassif joins from Siemens Healthineers, where he led the global Point-of-Care Diagnostics unit, and previously held senior posts at Baxter, AB InBev, and Johnson & Johnson. The filing states there are no related-party transactions or pre-existing arrangements tied to the appointment.
Compensation package: (1) Base salary $800k, subject to review; (2) Annual bonus target 100% of salary, payout range 0–250%, eligible for the full FY26 cycle; (3) Annual long-term equity grant targeted at $4.5 m; (4) One-time sign-on equity grant of $2 m (50% options, 50% RSUs, 4-year ratable vesting); (5) One-time cash award $500k payable by 5 Sep 2025, repayable if employment ends within one year; (6) Relocation support with full claw-back in year 1 and 50% in year 2; (7) Standard executive severance and benefit programs. A copy of the offer letter is filed as Exhibit 10.1. The company also issued a press release announcing the appointment.