Neogen Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III directors (Aashima Gupta, Raphael A. Rodriguez, and Catherine E. Woteki) each to serve a three-year term until 2029.

2. 2

   Advisory Vote to Approve Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s executive compensation disclosed in the proxy, including the Compensation Discussion and Analysis and related tables. Management seeks shareholder endorsement to validate its pay-for-performance framework, which emphasizes a high proportion of variable, performance-based pay (annual cash incentive tied to revenue, adjusted EBITDA and free cash flow; long-term incentives split 50/50 between PSUs and stock options with multi-year vesting and rTSR modifiers). The Board cites governance features supporting the program — an independent Compensation and Talent Management Committee, external compensation consultant, stock ownership requirements, clawback policy, and changes made after prior shareholder feedback (introduction of PSUs). Context includes recent leadership transition and inducement awards for new executives, used to attract talent and align new management with shareholders; the Company also describes engagement with major shareholders and reasons for certain one-time awards. Risks for shareholders include dilution from equity awards and significant one-time inducement grants that materially increased CEO pay for the year; management argues these were necessary for recruitment and are non-recurring. The vote is advisory and not legally binding, but the Board states it will consider the outcome when setting future compensation. The Board recommends a FOR vote on the grounds that the program aligns executives with longer-term shareholder returns, balances cash and equity incentives, and supports retention and performance during a transformation period. Overall, an analytical assessment should weigh the strengthened performance-linkages (PSUs, rTSR modifier, clawback) and governance oversight against dilution and the impact of significant new-hire inducements on near-term pay levels.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm (BDO USA P.C.

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of BDO USA P.C. as the Company’s independent registered public accounting firm for the fiscal year ending May 31, 2027.

4. 4

   Approval of the Neogen Corporation Amended and Restated Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the Amended and Restated Omnibus Incentive Plan to increase the share reserve by 11,350,000 shares and update plan terms including the definition of Retirement and share recycling provisions.

   More detail

   This proposal asks shareholders to approve an amended and restated omnibus equity incentive plan that increases the total share reserve to 31,350,000 (an 11,350,000 increase) and updates certain operational provisions such as the definition of "Retirement" and share recycling rules. Management is seeking approval because Nasdaq listing standards and tax rules require shareholder approval for material equity plan changes and because the remaining authorized share pool is deemed insufficient given recent and anticipated equity grants, including inducement awards. Key structural features include counting options/SARs as one share and other awards as 2.5 shares against the reserve, individual limits (1,000,000 shares per award type per fiscal year), a $500,000 annual grant limit for non-employee directors, minimum one-year vesting (subject to 5% carve-out), no repricing without shareholder approval, and change-in-control acceleration discretion. The Board frames the plan as supporting attraction, retention, and alignment of employee incentives with shareholder value, while preserving governance constraints (committee administration, no evergreen, clawback, and limits on repricing). From a governance and dilution perspective, the proposed share increase will meaningfully expand the potential equity dilution and should be evaluated against historical burn rates, recent large inducement grants, and the Company’s need to incentivize talent during a transformation. The plan’s share counting (2.5x for full-value awards) and the enhanced recycling rules will affect how quickly the reserve is consumed. The Board’s recommendation is driven by anticipated equity needs and a desire to maintain competitive compensation flexibility, but investors should weigh this against potential dilution and monitor future grant pacing and disclosure.

5. 5

   Approval of an Amendment to the Neogen Corporation Employee Stock Purchase Plan (ESPP

   ManagementBoard: FOR

   Approve an amendment to the ESPP to increase the number of shares available for issuance under the plan by 5,000,000 (to a total of 6,000,000 shares).

   More detail

   This proposal requests shareholder approval to add 5,000,000 shares to the Employee Stock Purchase Plan, increasing the plan maximum to 6,000,000 shares, because the Company believes the remaining reserve (approximately 153,149 shares after the last offering) is insufficient for ongoing participation. Management argues the ESPP encourages broad-based employee stock ownership, incentivizes employees at all levels, and supports retention and engagement. The ESPP contains a Section 423 (U.S.-qualified) component for domestic employees and a non-423 component for foreign employees, with offering periods (typically quarterly), participant contribution limits (1%–10% of compensation), and purchase pricing at the lesser of 85% of the fair market value at the start or purchase date (Company historically used a 5% discount through FY26 and increased to 15% for FY27). Potential investor considerations include dilution from the new shares, the cost of the discount and its impact on per-share economics, and the plan’s limits (including $25,000 annual per-employee statutory cap for the 423 component). The Board recommends FOR on the basis that expanding the ESPP fosters employee ownership and alignment with shareholders, but investors should monitor uptake and the dilutive impact over time.

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When is the Neogen Corp 2026 annual meeting?

Neogen Corp (NEOG) holds its 2026 annual shareholder meeting on Thursday, October 1, 2026.

What is the record date for the Neogen Corp 2026 meeting?

The record date for the Neogen Corp 2026 meeting is Tuesday, August 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Neogen Corp's 2026 meeting?

The board is presenting 3 director nominees at the Neogen Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Neogen Corp 2026 meeting?

Shareholders will vote on 5 proposals at the Neogen Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.