Good day, and welcome to the Neogen Corporation Annual Meeting. Today's meeting is being recorded. At this time, I'd like to turn the meeting over to Jim Borel. Please go ahead.
Good morning. I'm Jim Borel, Chair of the Board of Directors of Neogen Corporation. Welcome to our 2026 Annual Meeting. In order to provide a fair and informative meeting, we've established rules of conduct for this meeting. The rules of conduct can be found in the lower right-hand corner of your screen. We will conduct the meeting in accordance with these rules, and your adherence to them is greatly appreciated. Shareholders have the opportunity to submit questions for the question and answer portion of the meeting. Questions may be submitted by typing into the Ask a Question field on your screen and then clicking Submit. We ask that questions be appropriate and concise.
Following the presentation of the proposals being voted upon by shareholders and the announcement of the voting results, we'll close the business portion of the meeting and then respond to relevant questions during the allotted time we have available. With that, I'd like to move right into the regular business of the meeting. Jennifer Evans Stacey, our Chief Legal and Compliance Officer and Corporate Secretary, will report on the preliminary vote results for today's meeting. Jennifer, do we have a quorum present?
The company's bylaws require that a majority of shares eligible to vote must be present in person or by proxy to enable the company to proceed with its annual meeting. There are 218,106,005 shares eligible to vote at this annual meeting. Based on preliminary numbers, 174,985,487 shares have been voted by proxy. This accounts for 80% of the total shares eligible and therefore a quorum is present.
Based on this report, I hereby declare the annual meeting of Neogen Corporation to be duly convened. This meeting is being held pursuant to our notice of annual meeting dated August 21st, 2026, which was sent to all shareholders of record as of the record date of August 4th, 2026. All shareholders as of that record date should have also received a copy of the company's annual report for the 2026 fiscal year, including the audited financial statements. BDO is the independent auditor for the company, and Chris Hickmann, Assurance Partner at BDO, is with us today and available to answer any questions. If there are any questions concerning the company's audited financial statements that anyone would like to have addressed by the company's independent auditors, they can be addressed during the Q&A session.
Before I review the proposals to be voted upon at this meeting, some helpful reminders about voting. If you've already submitted your proxy, you do not need to vote at today's meeting. Your shares will be voted in accordance with the instructions you provided in your proxy. If you're a shareholder of record and have not yet submitted your vote, or if you want to change your vote, you may vote today by clicking on the "Vote Here" button on the annual meeting portal. Your identification and number of shares eligible to vote will automatically be recorded. With that, the polls are now open. In the notice of this annual meeting, five proposals were listed to be brought before the shareholders for their action.
The first being Proposal one, the election of Aashima Gupta, Raphael Rodriguez, and Catherine Woteki, each of whom has been nominated by the Board of Directors to serve as a director until the 2029 annual meeting. No additional nominations for directors have been received. The second proposal to be voted upon by the shareholders is for the approval by a non-binding vote of the compensation of the company's executives. Each year, Neogen's proxy statement contains a section entitled Compensation Discussion and Analysis. A federal law requires that shareholders be given the opportunity to express their approval of the compensation of company executives. Even though federal legislation requires that shareholders be allowed to vote on executive compensation, their vote of approval or disapproval is not binding on the Board of Directors.
As stated in Proposal two in your proxy, the Board of Directors recommends that shareholders approve, on an advisory basis, the compensation of the company's named executive officers as disclosed in the company's proxy statement. The third proposal to come before the shareholders calls for the ratification of the appointment of BDO as the company's independent registered public accounting firm for fiscal year 2027. As stated in Proposal Number Three in your proxy, the Board of Directors recommends that the shareholders vote to ratify the appointment of BDO as the company's independent registered public accounting firm for the fiscal year ending May 31, 2027. The fourth proposal calls for shareholder approval of the company's Amended and Restated Omnibus Incentive Plan. As stated in the Proposal Number Four in your proxy, the Board of Directors recommends that the shareholders approve the incentive plan.
The fifth and final proposal is for shareholder approval of the amendment to the Employee Stock Purchase Plan, the ESPP, which would make additional shares of the company's common stock available for issuance pursuant to the ESPP. As stated in Proposal Number five in your proxy, the Board of Directors recommends that the shareholders approve the amendment to the ESPP. We will now pause for any additional votes to be recorded. Now that everyone has had the opportunity to vote, I declare that the polls are now closed. Will the Secretary please report the preliminary results of the voting, beginning with the first proposal for the election of the three nominees named in the proxy statement?
At least 145,165,526 shares were voted in favor of election of all nominees, w hich represents 93% of shares voting on this proposal. Based on these vote results, Proposal number one passes.
I hereby declare the nominated candidates to be elected as Directors. Jennifer, would you please provide the results of tabulation of votes for Proposal two?
150,488,131 shares were voted in favor of Proposal two, while 2,475,286 shares were opposed, and 2,671,380 shares abstained in the vote. 97% of shares voted were cast for Proposal two. Based on these vote results, Proposal two passes.
Jennifer, would you please provide the results of tabulation of votes for Proposal three?
171,613,278 shares were voted in favor Proposal three, while 926,022 shares were opposed, and 2,466,187 shares abstained in this vote. 98% of shares voted were cast for Proposal number three. Based on these vote results, Proposal number three passes.
Thank you for that approval. I hereby declare the approval of the ratification of the company's auditors. Would you please provide the results of the tabulation of votes for Proposal four?
149,297,415 shares were voted in favor of Proposal number four, while 3,789,861 shares were opposed, and 2,547,721 shares abstained in this vote. 98% of shares voted were cast for Proposal number four. Based on these vote results, Proposal number four passes.
Thank you. I hereby declare the approval of the amended and restated omnibus incentive plan. Would you please provide the results of tabulation for votes for Proposal five?
152,518,982 shares were voted in favor of Proposal number five, while 623,640 shares were opposed, and 2,492,175 shares abstained in this vote. 98% of shares voted were cast for Proposal number five. Based on these vote results, Proposal number five passes.
Thank you. I hereby declare the approval of the amendment to the Employee Stock Purchase Plan. We appreciate the shareholders' participation in the voting on these proposals. A final report containing a formal tabulation of the shares voted will be filed with the minutes of this meeting, and the final vote results will be reported on a Form 8-K to be filed with the SEC within the next four business days. Since there is no further business, I declare the meeting adjourned. We'll now proceed to the question and answer period. We'll pause for a moment and see if there are any questions that are coming in. Seeing no questions, our program for the day has concluded. Thank you all for attending today's meeting and for your continued support of our company.
Thank you. That will conclude today's meeting. We appreciate your participation. You may now disconnect.