Neogen Sets Virtual 2025 Annual Meeting, Board Seeks Director Re-election

Ticker: NEOG · Form: DEF 14A · Filed: Sep 12, 2025 · CIK: 711377

Neogen Corp DEF 14A Filing Summary
FieldDetail
CompanyNeogen Corp (NEOG)
Form TypeDEF 14A
Filed DateSep 12, 2025
Risk Levellow
Pages16
Reading Time19 min
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Shareholder Meeting, Director Election, Executive Compensation, Auditor Ratification, Virtual Meeting

Related Tickers: NEOG

TL;DR

**NEOG's virtual shareholder meeting is a routine governance check, but pay-on-say and director elections are key votes for investors to ensure accountability.**

AI Summary

Neogen Corporation (NEOG) is holding its 2025 Annual Meeting of Shareholders virtually on October 23, 2025, at 10:00 a.m. Eastern Time. Shareholders of record as of August 26, 2025, are eligible to vote on three key proposals: the election of four Class II directors for three-year terms, an advisory vote on named executive officer compensation, and the ratification of BDO USA P.C. as the independent registered public accounting firm for the fiscal year ending May 31, 2026. The company is leveraging internet-based proxy material delivery to reduce costs and expedite shareholder access. While specific revenue and net income figures are not detailed in this DEF 14A, the focus is on corporate governance and shareholder participation in the virtual meeting. The Board recommends voting 'FOR' all proposals, emphasizing the importance of shareholder representation regardless of attendance. The company has 217,298,626 shares of common stock outstanding as of the record date.

Why It Matters

This DEF 14A outlines Neogen's upcoming shareholder meeting, a critical event for corporate governance and investor oversight. Investors need to understand the proposals, particularly the election of four Class II directors and the advisory vote on executive compensation, which directly impacts leadership and accountability. The ratification of BDO USA P.C. as auditor ensures continued financial scrutiny. For employees and customers, stable governance and sound financial practices, overseen by the board and auditors, contribute to long-term company health and job security. In a competitive market, transparent governance and effective executive compensation structures are vital for attracting and retaining talent, ultimately influencing Neogen's ability to innovate and grow against rivals.

Risk Assessment

Risk Level: low — The filing is a standard DEF 14A proxy statement, primarily detailing procedural information for the upcoming annual meeting on October 23, 2025. It does not introduce new financial risks or significant business changes. The primary 'risk' is the potential for shareholders to not engage with the virtual meeting or proxy voting process, which the company mitigates by providing clear instructions and technical support.

Analyst Insight

Investors should review the full proxy statement, particularly the sections on director nominees and executive compensation, to make informed voting decisions. Actively participate by voting shares by October 22, 2025, via internet or phone, even if not attending the virtual meeting, to ensure your voice is heard on governance matters.

Key Numbers

  • October 23, 2025 — Annual Meeting Date (Date of Neogen's 2025 Annual Meeting of Shareholders)
  • August 26, 2025 — Record Date (Date for determining shareholders eligible to vote at the Annual Meeting)
  • 10:00 a.m. Eastern Time — Meeting Start Time (Scheduled start time for the virtual Annual Meeting)
  • 4 — Class II Directors (Number of Class II directors to be elected for three-year terms)
  • 217,298,626 — Shares Outstanding (Total shares of common stock outstanding as of the record date)
  • September 12, 2025 — Proxy Material Mailing Date (Date Notice of Internet Availability of Proxy Materials was mailed)
  • 11:59 p.m., Eastern Time, October 22, 2025 — Internet Voting Deadline (Deadline for internet voting for shares held directly)

Key Players & Entities

  • Neogen Corporation (company) — Registrant and issuer of common stock
  • Mike Nassif (person) — President & Chief Executive Officer of Neogen Corporation
  • BDO USA P.C. (company) — Independent registered public accounting firm for Neogen Corporation
  • Amy M. Rocklin (person) — Corporate Secretary of Neogen Corporation
  • SEC (regulator) — Securities and Exchange Commission, governing proxy rules
  • Nasdaq (regulator) — Stock exchange with listing requirements for Neogen Corporation
  • 620 Lesher Place, Lansing, Michigan 48912 (company) — Principal executive offices of Neogen Corporation
  • 217,298,626 (dollar_amount) — Shares of Neogen common stock outstanding on August 26, 2025

FAQ

When is Neogen Corporation's 2025 Annual Meeting of Shareholders?

Neogen Corporation's 2025 Annual Meeting of Shareholders is scheduled for Thursday, October 23, 2025, at 10:00 a.m. Eastern Time. It will be a completely virtual meeting accessible via webcast at www.virtualshareholdermeeting.com/NEOG2025.

What are the main proposals to be voted on at the Neogen 2025 Annual Meeting?

Shareholders will vote on three main proposals: the election of four Class II directors for three-year terms, an advisory vote on the compensation of named executive officers, and the ratification of BDO USA P.C. as the independent registered public accounting firm for the fiscal year ending May 31, 2026.

Who is eligible to vote at the Neogen Annual Meeting?

Holders of shares of Neogen common stock at the close of business on the record date of August 26, 2025, are entitled to notice of, and to vote at, the meeting. As of that date, there were 217,298,626 shares of common stock outstanding.

How can Neogen shareholders vote their shares?

Shareholders can vote via the internet at www.proxyvote.com, by telephone using the number on their proxy card, by mail, or by voting electronically during the virtual Annual Meeting at www.virtualshareholdermeeting.com/NEOG2025. The deadline for internet and phone voting for directly held shares is 11:59 p.m. ET on October 22, 2025.

What is the Board's recommendation for the proposals at the Neogen Annual Meeting?

The Board recommends that shareholders vote 'FOR' the election of each of the nominees for directors, 'FOR' the approval, on an advisory basis, of the compensation of named executive officers, and 'FOR' the ratification of the appointment of BDO USA P.C. as the independent registered public accounting firm.

What happens if a director nominee receives more 'withheld' votes than 'for' votes in an uncontested election at Neogen?

In an uncontested election, any nominee currently serving on the Board who receives more 'withheld' votes than 'for' votes is required to promptly tender their resignation to the Board. The Governance Committee will then consider the resignation and recommend action to the Board within 90 days of vote certification.

How does Neogen provide proxy materials to shareholders?

Neogen primarily furnishes proxy materials to shareholders via the internet. On or about September 12, 2025, a Notice of Internet Availability of Proxy Materials was mailed, containing instructions on how to access the Proxy Statement and Annual Report online and how to request paper copies.

What is the role of BDO USA P.C. for Neogen Corporation?

BDO USA P.C. is proposed to be ratified as Neogen Corporation's independent registered public accounting firm for the fiscal year ending May 31, 2026. Their role is to audit the company's financial statements and provide an independent opinion on their fairness.

Can shareholders ask questions during Neogen's virtual Annual Meeting?

Yes, shareholders can submit questions during the virtual Annual Meeting by typing their question in the 'ask a question' box on the webcast platform, www.virtualshareholdermeeting.com/NEOG2025. The company encourages questions relevant to the business of the meeting and provides a technical support line for assistance.

What is the significance of the 'Say-on-Pay' vote for Neogen's executive compensation?

The 'Say-on-Pay' vote is an advisory proposal for shareholders to approve the compensation of Neogen's named executive officers. While not binding on the company, it provides shareholders with an opportunity to express their views on executive compensation practices, influencing future compensation decisions.

Industry Context

Neogen Corporation operates in the food and animal safety sectors, providing diagnostic test kits and related products. The industry is characterized by increasing demand for food safety solutions driven by regulatory pressures, consumer awareness, and global supply chain complexities. Competitors range from large diversified companies to specialized niche players, all vying for market share through product innovation and strategic acquisitions.

Regulatory Implications

Neogen's operations are subject to various regulatory bodies, including the FDA and USDA, which impact product development, testing, and marketing. Compliance with evolving food safety regulations and international standards is critical. The company's focus on diagnostics and safety solutions positions it to benefit from increased regulatory scrutiny in the food and animal health industries.

What Investors Should Do

  1. Review the Proxy Statement and Annual Report
  2. Vote on the three proposals
  3. Participate in the virtual Annual Meeting

Key Dates

  • 2025-10-23: Neogen Corporation 2025 Annual Meeting of Shareholders — Shareholders will vote on director elections, executive compensation, and auditor ratification. The virtual format aims for broad participation.
  • 2025-08-26: Record Date for Annual Meeting — Determines which shareholders are eligible to vote at the Annual Meeting.
  • 2025-09-12: Mailing of Notice of Internet Availability of Proxy Materials — Initiates the proxy voting process and provides shareholders with access to proxy materials online.
  • 2025-10-22: Internet Voting Deadline — Last opportunity for shareholders to cast their votes online for shares held directly.

Glossary

DEF 14A
A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information about a company's annual meeting, including proxy materials. (This document is the DEF 14A for Neogen Corporation's 2025 Annual Meeting.)
Proxy Statement
A document that the SEC requires companies to provide to shareholders before their annual meeting, containing information about the matters to be voted on. (This document is the Proxy Statement for Neogen's upcoming shareholder meeting.)
Named Executive Officers (NEOs)
The top executive officers of a company, typically including the CEO, CFO, and other key individuals, whose compensation is disclosed in detail. (Shareholders will vote on an advisory basis regarding the compensation of Neogen's NEOs.)
Independent Registered Public Accounting Firm
An external audit firm hired by a company to conduct an independent audit of its financial statements. (Shareholders will vote to ratify the appointment of BDO USA, P.C. as Neogen's auditor for the upcoming fiscal year.)
Class II Directors
A category of directors on a company's board, typically elected for staggered terms. In this case, four Class II directors are up for election. (Four Class II directors are being proposed for election to Neogen's Board of Directors.)
Virtual-only basis
A meeting format where all participants attend and interact online, without a physical location. (Neogen's 2025 Annual Meeting will be held virtually to maximize shareholder participation.)

Year-Over-Year Comparison

This DEF 14A focuses on the upcoming 2025 Annual Meeting and does not provide comparative financial data from the previous year's filing. The key information pertains to the proposals for shareholder vote, director elections, and the ratification of the independent auditor. The company is continuing its practice of electronic delivery of proxy materials to reduce costs and enhance accessibility for shareholders.

Filing Stats: 4,698 words · 19 min read · ~16 pages · Grade level 11.9 · Accepted 2025-09-12 09:32:33

Filing Documents

Security Ownership of Certain Beneficial Owners, Directors and Management

Security Ownership of Certain Beneficial Owners, Directors and Management 18 Information about the Board and Corporate Governance Matters 20 Information about our Executive Officers 25 Compensation Discussion and Analysis 26 Compensation Committee Report 40

Executive Compensation

Executive Compensation 41 Pay versus Performance 45 CEO Pay Ratio 52 Compensation of Directors 53 Equity Compensation Plan Information 54 Audit Committee Report 55 Additional Information 56 General Information PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS October 23, 2025 General Infor mation We are providing this Proxy Statement to the shareholders of Neogen Corporation ("Neogen", the "Company", "we", "us", "our") in connection with the solicitation of proxies by the Board of Directors of Neogen (the "Board") for use at the 2025 Annual Meeting of Shareholders (the "Annual Meeting") of Neogen Corporation to be held on Thursday, October 23, 2025, at 10:00 a.m., Eastern Time, and at any adjournment of the meeting. The Annual Meeting will be held virtually and can be accessed online at www.virtualshareholdermeeting.com/NEOG2025. Similar to recent years, our 2025 Annual Meeting is being held on a virtual-only basis with no physical location. 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. We believe that we are observing best practices for virtual shareholder meetings, including providing a support line for technical assistance and addressing as many shareholder questions as time allows. Our principal executive offices are located at 620 Lesher Place, Lansing, Michigan 48912. Our telephone number is 517-372-9200. These proxy materials were furnished to shareholders on September 12, 2025. There are three proposals scheduled to be voted on at the Annual Meeting: Proposal to elect four Class II directors to the Board, each to serve for a three-year term or until his or her successor has been duly qualified and elected; Proposal to approve, on an advisory basis, the compensation of our named executive officers; and Proposal to ratify the appointment

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