Bio-techne Corp

1. 1

   Merger Agreement Proposal

   ManagementBoard: FOR

   Approve and adopt the Agreement and Plan of Merger, including for purposes of the Minnesota Business Corporation Act, the plan of merger contained in the Merger Agreement, which would effect the acquisition of Bio-Techne by Merck KGaA for $73.00 in cash per share.

   More detail

   This proposal seeks shareholder approval to adopt the Agreement and Plan of Merger among Bio-Techne, Merck KGaA (Parent) and Merger Sub under which Merger Sub will merge with and into Bio-Techne and Bio-Techne shareholders (other than limited exclusions) will receive $73.00 in cash per share. Management says the cash consideration provides immediate, certain value and liquidity, and the Board unanimously recommends approval after receiving a fairness opinion from Goldman Sachs and conducting a targeted outreach process to likely strategic bidders. The merger is conditioned on customary matters including Bio-Techne shareholder approval and required regulatory approvals (HSR and other jurisdictional approvals), and the parties negotiated customary covenants including restrictions on solicitation of alternative proposals and termination fee provisions; the agreement contains change-of-recommendation mechanics and matching rights to balance fiduciary duties and deal protection. The company discloses treatment of equity awards (conversion to cash-based awards, cancellation of underwater options) and potential tax and regulatory consequences, and warns shareholders about the loss of public ownership and listing upon closing. The Board’s analysis highlights a meaningful premium to recent trading prices, Goldman Sachs’ fairness opinion, a limited market check given potential leakage risks and the belief that Parent was prepared to close quickly and had the financing in place, while also noting potential risks including regulatory conditions, no auction and the fixed-cash nature of the consideration. Dissenters’ rights under Minnesota law are available to qualifying shareholders; additional risks include execution risks, potential regulatory remedies and transaction expenses. The proposal asks shareholders to exercise judgment on whether the immediate cash premium, fairness opinion and certainty of closing outweigh the loss of future public upside and the risks that the transaction might not close or might contain regulatory conditions; the Board concludes the Merger is advisable for shareholders and recommends voting FOR approval.

2. 2

   Non-Binding Compensation Advisory Proposal

   ManagementBoard: FOR

   A separate, non-binding advisory vote to approve the compensation that may be paid or become payable to Bio-Techne’s named executive officers in connection with or relating to the Merger (golden parachute compensation disclosed in proxy).

   More detail

   This advisory proposal asks shareholders to approve the merger-related compensation payable to named executive officers (the golden parachute payments) disclosed in the proxy under Item 402(t), as required by SEC rules. It is an advisory (non-binding) vote, meaning that even if shareholders do not approve it, the compensation will generally remain payable according to its terms if the Merger closes; however, the company seeks shareholder support as a governance signal and to demonstrate shareholder acceptance of retention and change-in-control payments. The proxy identifies the material compensation elements for executives, including cash severance, acceleration or cash-out of equity awards, retention bonuses, tax gross-ups in certain circumstances and pro-rata annual bonuses, and explains the accounting and tax and plan treatment of those items. Management’s position is that the compensation is necessary to retain key talent through closing, ensure smooth integration, and to reflect market practices and pre-existing contractual arrangements, and that the Board believes the packages are appropriate and consistent with the company’s broader executive compensation philosophy. The company also discloses the aggregate amounts and an illustrative table of “golden parachute payments” for named executives to help informed voting. Because the vote is advisory, it does not affect legal entitlement to the payments and management and the board retain the discretion to proceed regardless of the vote; shareholders may use the advisory vote to signal unease about the magnitude or structure of the payments and influence future compensation policies.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Vote to adjourn the Special Meeting from time to time to a later date or time, if necessary or appropriate, including to solicit additional proxies in favor of the Merger Agreement if there are insufficient votes to approve and adopt the Merger Agreement at the Special Meeting.

   More detail

   The Adjournment Proposal asks shareholders to grant the meeting the authority to adjourn or postpone the Special Meeting to a later date or time, including to permit additional solicitation of proxies in favor of the Merger Agreement if there are insufficient votes to obtain approval at the originally scheduled meeting. This is a routine but operationally important procedural proposal that (if approved) enables the chair and Board to give shareholders additional time to consider the proposal, incorporate supplemental disclosures if needed or solicit additional proxies in order to achieve the shareholder vote required to close the Merger. Management recommends a vote FOR to preserve flexibility to ensure the Company can obtain shareholder approval (a majority of voting power outstanding) if initial results are insufficient, or if a quorum becomes lacking, or if the Board reasonably determines that additional time or disclosure is necessary. The proposal does not change the substance of the Merger, but affects meeting logistics and timing, and its approval is frequently standard practice for deal-related special meetings because it reduces the risk that the meeting will fail on procedural grounds. Shareholders voting in favor should understand that an adjournment is a mechanism to allow more votes to be solicited; those voting against often do so because they favor finality at the scheduled meeting or believe an adjournment would be used to continue persuasion campaigns. The Board has indicated it will use this adjournment authority only as necessary and in accordance with its fiduciary duties.

Upcoming shareholder meetings at Bio-techne Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Bio-techne Corp 2026 special meeting?

Bio-techne Corp (TECH) holds its 2026 special shareholder meeting on Wednesday, September 23, 2026.

What is the record date for the Bio-techne Corp 2026 meeting?

The record date for the Bio-techne Corp 2026 meeting is Tuesday, August 11, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Bio-techne Corp's 2026 meeting?

The board is presenting 9 director nominees at the Bio-techne Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Bio-techne Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Bio-techne Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.