NEOGEN CORP
For the period ended Aug 21, 2026. Filed Aug 21, 2026.
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Aug 21, 2026 · Filed Aug 21, 2026
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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 |
Message from President & CEOTo Our Shareholders:
Dear Fellow Shareholders
Fiscal year 2026 marked a turning point for Neogen with improved execution, accelerating growth, expanding margins, and restoration of momentum across our business. Neogen operates in an attractive, growing industry driven by increasing global demand for food safety, food security, regulatory compliance, and animal health solutions. Customers are seeking trusted partners with scientific expertise, innovation, and global scale; we believe our capabilities uniquely position us to lead.
In fiscal year 2026, we saw a significant improvement in our financial performance. While GAAP revenue declined 3%, we delivered 2% core revenue growth(1)across the enterprise. Food Safety growth accelerated throughout the year, with fourth quarter revenue growth of 3% and core growth of approximately 6%; the highest level in three years. We strengthened our balance sheet, reducing net leverage to less than 3.5x, and delivered more consistent execution. These results represent a strong foundation, not the finish line, as we continue building a higher-performing, category-leading company.
2027 Focus: Disciplined Execution
As we enter fiscal year 2027, our objective is clear: strengthen our position as a global category food safety leader, drive consistent market growth performance, expand profitability, and create long-term shareholder value. This year will be a year of disciplined execution for the Company. As we look to build on this momentum, we are focused on three strategic priorities:
Building a World-Class Commercial Engine
We are sharpening our commercial focus with the goal of driving growth and deepening customer relationships, shifting from restoring product availability to executing a more targeted, growth-oriented go-to-market strategy.
We are prioritizing our most attractive markets and customers, with enterprise engagement at top accounts anticipated to drive incremental growth in fiscal year 2027. We believe these efforts will reinforce our position as a trusted partner with global reach and integrated solutions. Investments in digital capabilities, including e-commerce and customer experience, are expected to support revenue growth among online orders, which represent 40% of total Food Safety revenue.
Accelerating Innovation
We are increasing our investment in innovation to strengthen our position as a category leader and accelerate long-term growth.
In fiscal year 2027, we plan to meaningfully expand R&D with a planned 50% increase in spending to accelerate next-generation technologies across our portfolio. Our focus is targeted: expanding our proprietary Petrifilm platform, advancing our digital analytics ecosystem, and developing differentiated solutions in key testing and diagnostics markets. We also plan to selectively partner and in-license technologies to extend our reach and maximize returns.
We are prioritizing innovation where we can lead—with the goal of delivering solutions that are faster, more reliable, and more integrated. We believe this approach strengthens our competitive advantages, expands our addressable market, and reinforces our leadership in next-generation food safety.
Driving Operational Excellence
We remain focused on disciplined execution, productivity, and margin expansion. In fiscal year 2026, we improved supply chain performance, reduced inventory by 24%, and increased on-time delivery to customers by 40%.
A key priority is completing the Petrifilm manufacturing transition, which remains on track and is expected to deliver 200 to 300 basis points of margin improvement for the product when fully transitioned. These efforts support scalable growth and the economics of a category-leading model as we work toward our long-term target of approximately 30% Adjusted EBITDA margins(1).
Investing in Our Future
We are investing with discipline in the capabilities that we expect will define our next phase of growth: commercial excellence, innovation, technology, and operational effectiveness, while maintaining a strong commitment to capital allocation, debt reduction, and balance sheet strength.
We reduced net debt(1) by $100 million in fiscal year 2026 and expect to continue to increase our free cash flow in fiscal year 2027, supporting both reinvestment and deleveraging.
Most importantly, our progress is driven by our people. Every day, our team advances our mission of protecting the world’s food supply and improving animal health.
We believe that we are on track to deliver sustained revenue growth, expand margins toward our 30% target, and strengthen our position as a global category leader—creating meaningful long-term value for our shareholders.
Upcoming Shareholder Meeting
On behalf of our Board of Directors and the entire Neogen team, I invite you to attend the 2026 Annual Meeting of Shareholders on Thursday, October 1, 2026, at 10:00 a.m. Eastern Time. The meeting will be held virtually, with details on participation and voting included in the accompanying Proxy Statement.
We thank you for your continued support and investment in Neogen.
Sincerely,
Mike Nassif
President & Chief Executive Officer
Your vote is important. Even if you plan to attend the meeting virtually,
PLEASE VOTE YOUR SHARES PROMPTLY.
Notice of 2026 Annual Meeting of Shareholders of Neogen Corporation
You are cordially invited to attend the Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 1, 2026, at 10:00 a.m. Eastern Time. The 2026 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/NEOG2026.
| When: | Thursday October 1, 2026, at 10:00 Eastern Time | ||
|---|---|---|---|
| Where: | Webcast at www.virtualshareholdermeeting.com/NEOG2026 | ||
| Items of Business: | 1. The election of three Class III directors, each to serve for a three-year term or until his or her successor has been duly qualified and elected; | ||
| 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, 2027; | |||
| 4. To approve the Neogen Corporation Amended and Restated Omnibus Incentive Plan; | |||
| 5. To approve an amendment to the Neogen Corporation Employee Stock Purchase Plan to increase the number of shares available for issuance pursuant to the plan; and | |||
| 6. 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 4, 2026, 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/NEOG2026. | ||
| 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/NEOG2026. 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 August 21, 2026, 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.
Jennifer Evans StaceyBoard Secretary
Neogen Corporation
620 Lesher Place
Lansing, MI 48912
ANNUAL MEETING OF SHAREHOLDERS
October 1, 2026
Table of Contents
| Page | |
|---|---|
| General Information | 1 |
| Proposal 1—Election of Directors | 6 |
| Proposal 2—To approve, on an advisory basis, the compensation of executives | 17 |
| Proposal 3—Ratification of the appointment of the Company’s independent registered public accounting firm | 18 |
| Proposal 4—To amend and restate the Neogen Corporation 2023 Omnibus Incentive Plan | 20 |
| Proposal 5—To approve additional shares subject to the Neogen Corporation Amended and Restated Employee Stock Purchase Plan | 23 |
| Security Ownership of Certain Beneficial Owners, Directors and Management | 26 |
| Information about the Board and Corporate Governance Matters | 28 |
| Information about our Executive Officers | 36 |
| Compensation Discussion and Analysis | 38 |
| Compensation and Talent Management Committee Report | 57 |
| Executive Compensation | 58 |
| Pay versus Performance | 66 |
| CEO Pay Ratio | 74 |
| Compensation of Directors | 75 |
| Equity Compensation Plan Information | 77 |
| Audit Committee Report | 78 |
| Additional Information | 79 |
| Non-GAAP Financial Measures | 81 |
| Appendix - A | 85 |
| Appendix - B | 103 |
ANNUAL MEETING OF SHAREHOLDERS
October 1, 2026
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.