NEOGEN CORP
For the period ended Oct 24, 2024. Filed Sep 13, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Oct 24, 2024 · Filed Sep 13, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e) (2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Section 240.14a-12 |
Neogen Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply)
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Celebrating 40 Years
Message from President & CEOTo Our Shareholders:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 24, 2024, at 10:00 a.m. Eastern Time. The 2024 Annual Meeting of Shareholders will be a completely virtual meeting conducted via webcast. Our goal for the Annual Meeting is to enable the broadest number of shareholders to participate in the meeting, while providing substantially the same access and exchange with the Board and management as an in-person meeting. You will be able to participate in the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NEOG2024.
The Annual Meeting will feature a report on Neogen’s business activities, voting on the election of directors and other important proposals.
We are providing proxy materials to our shareholders primarily through the internet. We are using this process to facilitate our shareholders’ receipt of proxy materials in an expedited manner and to lower the costs of conducting our Annual Meeting. On or about September 13, 2024, we mailed to our shareholders of record (other than those who previously requested electronic delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access this Proxy Statement and our Annual Report online. If you received a Notice of Internet Availability of Proxy Materials by mail, you will not receive a printed copy of the proxy materials in the mail unless you specifically request them. The Notice of Internet Availability of Proxy Materials instructs you on how to electronically access and review all of the information contained in this Proxy Statement and the Annual Report, and it provides you with information on voting. The proxy materials available online include our 2024 Proxy Statement and our Annual Report for our fiscal year ended May 31, 2024.
It is important that your shares are represented at the Annual Meeting, regardless of how many shares you own. Whether or not you plan to attend the Annual Meeting virtually, please vote your shares as soon as possible using one of the methods listed in the Notice of Proxy Statement.
We appreciate your continued confidence in Neogen and look forward to your participation in our virtual Annual Meeting.
Sincerely,
John E. Adent
President & Chief Executive Officer
Your vote is important. Even if you plan to attend the meeting virtually,
PLEASE VOTE YOUR SHARES PROMPTLY.
Notice of 2024 Annual Meeting of Shareholders of Neogen Corporation
You are cordially invited to attend the Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 24, 2024, at 10:00 a.m. Eastern Time. The 2024 Annual Meeting of Shareholders will be a completely virtual meeting conducted via webcast. You will be able to participate in the meeting online, vote your shares electronically and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/NEOG2024.
| When: | Thursday October 24, 2024, at 10:00 Eastern Time | ||
|---|---|---|---|
| Where: | Webcast at www.virtualshareholdermeeting.com/NEOG2024 | ||
| Items of Business: | 1.The election of three Class I directors, each to serve for a three-year term or until his or her successor has been duly elected and qualified; | ||
| 2.To approve, on an advisory basis, the compensation of our named executive officers; | |||
| 3.To ratify the appointment of BDO USA P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2025; and | |||
| 4.To act upon such other business as may properly come before the meeting or any adjournment or postponement thereof. | |||
| Who can vote: | Holders of shares of Neogen common stock at the close of business on the record date of August 27, 2024, are entitled to notice of, and to vote at, the meeting. | ||
| How to Vote: | Your vote is important! Please vote your shares by following the instructions you received in your Notice of Internet Availability of Proxy Materials. | ||
| Via the internet, by visitingwww.proxyvote.com. | By telephone, by calling the number on your proxy card, voting instruction form or notice. | ||
| By mail, by marking, signing, dating and mailing your proxy card. No postage is required if mailed in the United States. | By voting electronically during the virtual Annual Meeting at www.virtualshareholdermeeting.com/NEOG2023. | ||
| Please vote your shares promptly, even if you plan to attend the Annual Meeting. Any shareholder attending the Annual Meeting may vote virtually, even if he or she previously returned a proxy. | |||
| Attending the Meeting: | The Company has designed the format of the Annual Meeting to provide shareholders with similar rights and opportunities to participate that they would have at an in-person meeting. Shareholders holding shares at the close of business on the record date may attend the Annual Meeting. You will be able to attend the Annual Meeting, vote and submit your questions during the meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/NEOG2024. To participate in the meeting, you must have the 16-digit control number that is shown on your proxy card. A list of shareholders of record will also be available during the Annual Meeting on the meeting website. | ||
Under rules adopted by the SEC, we are furnishing proxy materials to our shareholders primarily via the internet this year. Shareholders of record have been mailed a Notice of Internet Availability of Proxy Materials on or around September 13, 2024, which provides them with instructions on how to vote and how to electronically access the proxy materials on the internet. It also provides them with instructions on how to request paper copies of these materials, should they so desire.
Amy M. RocklinCorporate Secretary
Neogen Corporation
620 Lesher Place
Lansing, MI 48912
ANNUAL MEETING OF SHAREHOLDERS
October 24, 2024
Table of Contents
| Page | |
|---|---|
| General Information | 1 |
| Proposal 1—Election of Directors | 5 |
| Proposal 2—To approve, on an advisory basis, the compensation of executives | 14 |
| Proposal 3—Ratification of the appointment of the Company’s independent registered public accounting firm | 15 |
| Security Ownership of Certain Beneficial Owners, Directors and Management | 16 |
| Information about the Board and Corporate Governance Matters | 18 |
| Information about our Executive Officers | 23 |
| Compensation Discussion and Analysis | 24 |
| Compensation Committee Report | 34 |
| Executive Compensation | 35 |
| Pay versus Performance | 39 |
| CEO Pay Ratio | 44 |
| Compensation of Directors | 45 |
| Equity Compensation Plan Information | 46 |
| Audit Committee Report | 47 |
| Additional Information | 48 |
ANNUAL MEETING OF SHAREHOLDERS
October 24, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.