Neogen Shareholders Approve Board Elections, Pay and Equity Plan Amendments

Key Points

• Neogen shareholders approved all five proposals at the 2026 annual meeting, with approximately 80% of eligible shares represented by proxy.
• Aashima Gupta, Raphael Rodriguez and Catherine Woteki were elected to the board through 2029, receiving about 93% support from shares voting.
• Shareholders also approved executive compensation on an advisory basis, ratified BDO as the independent auditor, and passed amendments to the company’s incentive and employee stock purchase plans.

Neogen NASDAQ: NEOG shareholders approved all five proposals presented at the company’s 2026 annual meeting, including the election of three directors, advisory approval of executive compensation, and amendments to the company’s equity incentive and employee stock purchase plans.

Chair of the Board Jim Borel said the meeting was held pursuant to the company’s Aug. 21, 2026 notice of annual meeting. Shareholders of record as of Aug. 4, 2026, were eligible to vote.

Jennifer Evans Stacey, Neogen’s Chief Legal and Compliance Officer and Board Secretary, reported that 174.99 million shares were represented by proxy, or about 80% of the 218.11 million shares eligible to vote. The participation level established the quorum required to conduct the meeting.

Directors Elected Through 2029

Shareholders elected Aashima Gupta, Raphael Rodriguez and Catherine Woteki to serve as directors until Neogen’s 2029 annual meeting. At least 145.17 million shares were cast in favor of the nominees, representing 93% of shares voting on the proposal, according to preliminary results.

No additional nominations for director positions were received, Borel said.

Executive Pay and Auditor Ratification Approved

Shareholders also approved, on a non-binding advisory basis, the compensation of Neogen’s named executive officers. The proposal received 150.49 million votes in favor, compared with 2.48 million opposed and 2.67 million abstentions. The company said 97% of shares voted were cast in favor.

The annual advisory vote on executive compensation is required under federal law, though its outcome is not binding on the board, Borel said.

Investors ratified BDO as Neogen’s independent registered public accounting firm for the fiscal year ending May 31, 2027. The auditor proposal received 171.61 million votes in favor, with 926,022 opposed and 2.47 million abstentions. Neogen reported that 98% of shares voted supported the measure.

BDO Assurance Partner Chris Hickmann was available during the meeting to address potential questions regarding the company’s audited financial statements, though no questions were submitted.

Equity Plan Proposals Pass

Shareholders approved Neogen’s amended and restated omnibus incentive plan. The proposal received 149.30 million votes in favor, while 3.79 million shares were voted against it and 2.55 million shares abstained. The company reported that 98% of shares voted supported the measure.

Investors also approved an amendment to the company’s Employee Stock Purchase Plan, or ESPP, making additional shares of Neogen common stock available for issuance under the plan. The measure received 152.52 million votes in favor, compared with 623,640 votes against and 2.49 million abstentions. Neogen said 98% of shares voted were cast in favor.

Borel said a final vote tabulation would be filed with the minutes of the meeting, and final results would be reported in a Form 8-K filing with the Securities and Exchange Commission within four business days. The meeting was then adjourned, with no shareholder questions presented during the subsequent question-and-answer period.

About Neogen (NASDAQ:NEOG)

Neogen Corporation is a global provider of food safety and animal safety products and services. The company develops diagnostic tests, laboratory products, and related solutions that help customers detect foodborne pathogens, allergens, toxins, residues, and other contaminants throughout the food production process.

Its food safety portfolio includes test kits, culture media, molecular testing systems, sanitation monitoring products, and laboratory supplies used by food manufacturers, processors, retailers, and regulatory organizations.

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