Neogen Corp

1. 1

   Election of Three Class III Directors

   ManagementBoard: FOR

   Elect Aashima Gupta, Raphael A. Rodriguez, and Catherine E. Woteki, Ph.D. as Class III directors, each for a three-year term expiring in 2029 or until a successor is elected and qualified.

2. 2

   Advisory Approval of Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on an advisory and nonbinding basis, the compensation of Neogen’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   Proposal 2 asks shareholders to approve Neogen’s overall executive compensation program on an advisory, nonbinding basis. The vote covers compensation disclosed under Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, summary compensation information, related tables, and narrative disclosures. The proposal is not directed at any single pay element and cannot override Board decisions or alter fiduciary duties. The Board is seeking support after evaluating whether its compensation policies attract, retain, and motivate executives while aligning their interests with shareholders. Neogen emphasizes that eight of its nine current directors are independent and that five independent directors serve on the Compensation and Talent Management Committee. The program places significant compensation opportunity in performance-based annual incentives and equity awards. Beginning in fiscal 2026, half of long-term incentive compensation consisted of performance share units measured over three years against revenue, EBITDA-margin, and cash-flow objectives, with a relative TSR modifier, while the balance primarily consisted of stock options. The Company also highlights the 90.4% favorable say-on-pay vote at the 2025 annual meeting and its shareholder outreach during fiscal 2026. The Board recommends FOR approval because it believes the program promotes pay-for-performance, long-term shareholder alignment, and appropriate governance oversight.

3. 3

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

   ManagementBoard: FOR

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

4. 4

   Approval of the Amended and Restated Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve the Neogen Corporation Amended and Restated Omnibus Incentive Plan, including an increase of 11,350,000 shares available for awards, updates to the Retirement definition, and enhanced share-recycling provisions.

   More detail

   Proposal 4 asks shareholders to approve an amended and restated Omnibus Incentive Plan that would replace the 2023 Omnibus Incentive Plan framework. The principal change is an additional 11,350,000 shares, bringing the stated maximum reserve to 31,350,000 shares including the 20,000,000 previously authorized. Management says the existing reserve had fallen from approximately 11.5 million shares at May 31, 2026 to approximately 6.6 million shares by August 14 after post-fiscal-year grants, making the remaining pool insufficient for anticipated needs. The plan supports options, SARs, restricted stock, RSUs, performance shares and units, and other stock-based awards for employees, directors, and consultants. It updates the Retirement definition and clarifies share recycling, particularly by excluding shares withheld for taxes or exercise price payments from returning to the reserve. The plan uses a 1-for-1 share count for options and SARs and a 2.5-for-1 count for other awards, which is intended to constrain dilution from full-value awards. Other governance protections include a one-year minimum vesting requirement subject to a 5% carve-out, a prohibition on repricing without shareholder approval, individual award limits, clawback provisions, and restrictions on dividends before vesting. The plan also contains change-in-control treatment, tax-compliance provisions, and a ten-year term after shareholder approval. The Board recommends FOR approval because it believes the expanded and updated plan is needed to attract, retain, and motivate talent while aligning compensation with long-term shareholder interests.

5. 5

   Approval of Amendment to the Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve an amendment to increase the number of common shares available under Neogen’s Employee Stock Purchase Plan by 5,000,000, from 1,000,000 authorized shares to 6,000,000 total shares.

   More detail

   Proposal 5 asks shareholders to approve an amendment expanding the share reserve under Neogen’s Employee Stock Purchase Plan. The amendment would add 5,000,000 shares, increasing the maximum aggregate authorization from 1,000,000 to 6,000,000 common shares. Management states that only approximately 153,149 shares remained available after the offering period ending May 31, 2026, while approximately 480 employees currently participate and about 2,000 employees are eligible. The ESPP is intended to encourage broad employee ownership by allowing eligible employees to buy shares through payroll deductions at a discount and without brokerage costs. It includes a Section 423 component for qualifying domestic employees and a non-423 component for foreign employees and certain non-corporate subsidiaries. Eligible employees generally must have at least two years of service, work more than 20 hours per week and five months per year, and not own 3% or more of the Company’s stock. Contributions may generally range from 1% to 10% of total compensation, and purchase prices may not be below 85% of the lower of the offering-period or purchase-date fair market value, although current offerings use a 5% discount and fiscal 2027 materials state the discount has increased to 15%. The plan limits annual Section 423 accruals to $25,000 of fair market value and permits quarterly offering periods of no more than 27 months. The Board recommends FOR approval because it believes the increased reserve is necessary to sustain participation and aligns employees’ economic interests with Company performance and shareholder returns.

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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.