BIO-TECHNE CORPORATION Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
? Add procedural mechanics for shareholders to call special meetings of
shareholders;
Clarify that any meeting of shareholders may be adjourned or recessed by
holders of a majority of the voting power of the Company's outstanding stock
? entitled to vote thereat present at the meeting, though less than a quorum, or
by the chair or secretary of the meeting, regardless of whether or not a quorum
is present at such meeting;
? Clarify the powers of the chair of shareholder meetings;
Change the voting standard for uncontested director elections to a majority of
? the votes cast, consistent with the Company's Amended and Restated Articles of
Incorporation;
Enhance procedural mechanics in connection with shareholder nominations of
directors and submissions of shareholder proposals (other than proposals to be
? included in the Company's proxy statement pursuant to Rule 14a-8 under the
Securities Exchange Act of 1934, as amended) at shareholder meetings and add
eligibility requirements for director nominees;
Modify the typical deadline for shareholder notices of nominations or proposals
from the current 60 to 90 days prior to the first anniversary of the preceding
year's regular meeting to 90 to 120 days prior to the first anniversary of the
? preceding year's regular meeting (such that, unless the date of the Company's
2022 annual meeting of shareholders is more than 30 days before or more than 60
days after
p.m. Eastern Time on
Add a requirement that any shareholder submitting a nomination notice make a
representation as to whether such shareholder intends to solicit the holders of
at least 67% of the voting power of shares entitled to vote on the election of
directors (the "Requisite Percentage of Shareholders") in support of director
nominees other than the Company's nominees, an obligation to inform the Company
? of any changes to such intent and a requirement that any shareholder that (i)
has provided a representation of an intent to solicit the Requisite Percentage
of Shareholders and (ii) has not provided notice of a change of intent provide
reasonable evidence of the solicitation of the Requisite Percentage of
Shareholders at least two business days prior to the meeting at which directors
are to be elected;
Permit directors to hold a special meeting of the Board on less than 24 hours'
? notice, if the person(s) calling such meeting deem necessary or appropriate
under the circumstances;
? Provide for a Lead Director position and clarify that the Chairman of the Board
and Lead Director positions are non-officer positions;
Clarify that, except for actions, suits or proceedings to enforce any
director's or officer's rights to indemnification or advancement of expenses,
? the Company has no obligation to indemnify or advance expenses to any director
or officer in connection with any action, suit or proceeding initiated by such
person unless such proceeding was authorized by the Board;
Provide that any amendments to the indemnification, expense advancement or
? insurance provisions may be prospective only (except to the extent they further
limit or eliminate the liability of directors or officers); and
? Make various other updates, including ministerial and conforming changes.
The foregoing summary of the Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Bylaws, which are attached hereto as Exhibit 3.1 and are incorporated herein by reference.
Item 9.01. Exhibits
Exhibit No. Description 3.1 Fourth Amended and Restated Bylaws ofBio-Techne Corporation , effective as ofApril 26, 2022
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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