8-K – 2025-11-05 – tech-20251030x8k.htm

BIO-TECHNE CORPORATION_October 30, 2025
0000842023 false 0000842023 2025-10-30 2025-10-30
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 30, 2025

BIO-TECHNE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Minnesota
0-17272
41-1427402

(State or Other Jurisdiction of
Incorporation)
(Commission File Number)
(I.R.S. Employer Identification
Number)

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  55413
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614 McKinley Place NE
Minneapolis , Minnesota   55413

(Address of Principal Executive Offices) (Zip Code)

 

( 612 ) 379-8854

(Registrant’s Telephone Number, Including Area Code)

 

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
Trading Symbol(s)
Name of each exchange on which registered

Common Stock
TECH
NASDAQ

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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:
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☐
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)

 
 

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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))

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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☐
Emerging growth company

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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Item 2.02 Results of Operations and Financial Condition
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A copy of the press release issued by Bio-Techne Corporation (the “Company”) on November 5, 2025, describing the results of operations for the quarter ended September 30, 2025 and its financial condition as of September 30, 2025 is attached hereto as Exhibit 99.1.
The information in this Form 8-K and the Exhibits attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
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Item 5.07 Submission of Matters to a Vote of Security Holders
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A quorum was present at the Annual Meeting with 140,827,559 shares represented personally or by proxy, which represents approximately 90.45% of the outstanding shares of the Company's common stock. The voting results at the Annual Meeting were as set forth below.
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Proposal No. 1 – The shareholders voted to set the number of directors at nine:    
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For
Against
Abstain
Broker Non-Vote

140,278,598
314,005
234,956
0

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Proposal No. 2 – The shareholders elected each of the nominees to the Board of Directors:
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For
Against
Abstain
Broker Non-Vote

Robert V. Baumgartner
134,015,677
6,570,465
241,417
0

Julie L. Bushman
136,076,243
4,511,497
239,819
0

John L. Higgins
135,131,210
5,460,347
236,002
0

Kim Kelderman
139,472,895
1,087,500
267,164
0

Joseph D. Keegan
136,272,153
4,315,695
239,711
0

Alpna Seth
134,628,283
5,957,489
241,787
0

Rupert Vessey
137,441,139
3,145,646
240,774
0

Judith Klimovsky
138,104,299
2,120,409
602,851
0

Amy Herr
139,257,947
1,323,873
245,739
0

Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation.
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Proposal No. 3 – The shareholders adopted a non-binding resolution approving the compensation of the Company’s named executive officers, as described in the Proxy Statement:
9,

For
Against
Abstain
Broker Non-Vote

100,792,824
39,025,321
1,009,414
0

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Proposal No. 4 – The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.
40

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For
Against
Abstain
Broker Non-Vote

137,578,559
3,055,503
193,497
0

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Item 8.01 Other Events
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A copy of the press release issued by Bio-Techne Corporation on November 5, 2025, announcing a cash dividend is attached hereto as Exhibit 99.2.
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Item 9.01 Financial Statements and Exhibits
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(d) Exhibits

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99.1
Press Release, dated November 5, 2025, announcing results of operations

 
 

99.2
Press Release, dated November 5, 2025, announcing cash dividend

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104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURE
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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.
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BIO-TECHNE CORPORATION

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Date: November 5, 2025
By:
/s/ Shane V. Bohnen

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Shane V. Bohnen

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Senior Vice President, General Counsel and Secretary

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