Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 29, 2020, Bio-Techne Corporation (the "Company") held its 2020 Annual Meeting of Shareholders (the "Annual Meeting"). At the Annual Meeting, the Company's shareholders approved a resolution to amend and restate the Company's Second Amended and Restated 2010 Equity Incentive Plan (the "Plan" and, as amended and restated, the "Amended Plan"), including allocating an additional 1,300,000 shares for awards under the Amended Plan.

A description of the material terms of the Amended Plan is set forth in the Company's definitive proxy statement relating to the Annual Meeting filed with the Securities and Exchange Commission on September 15, 2020 (the "Proxy Statement").




Item 5.07        Submission of Matters to a Vote of Security Holders

A quorum was present at the Annual Meeting with 36,064,491 shares represented personally or by proxy, which represents approximately 94% of the outstanding shares of the Company's common stock. The voting results at the Annual Meeting were as set forth below.

Proposal No. 1 - The shareholders voted to set the number of directors at nine:



For        Against Abstain Broker Non-Vote
34,331,906 226,487 29,175  1,476,923

Proposal No. 2 - The shareholders elected each of the nominees to the Board of Directors:



                      For        Against   Abstain Broker Non-Vote

Charles R. Kummeth 34,176,342 391,047 20,179 1,476,923 Robert V. Baumgartner 32,651,329 1,916,092 20,147 1,476,923 Randolph C. Steer 33,346,095 1,221,267 20,206 1,476,923 John L. Higgins 32,853,736 1,713,478 20,354 1,476,923 Roeland Nusse 33,290,935 1,276,243 20,390 1,476,923 Julie L. Bushman 34,354,098 213,286 20,184 1,476,923 Joseph D. Keegan 34,286,936 280,470 20,162 1,476,923 Alpna Seth

            33,381,799 1,185,660 20,109  1,476,923
Rupert Vessey         34,352,221 215,013   20,334  1,476,923

Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation.

Proposal No. 3 - The shareholders adopted a non-binding resolution approving the compensation of the Company's named executive officers, as described in the Proxy Statement:



For        Against   Abstain Broker Non-Vote
33,274,193 1,255,564 57,811  1,476,923

Proposal No. 4 - The shareholders approved amendments to the Plan, as described in the Proxy Statement:



For        Against   Abstain Broker Non-Vote
32,016,125 2,527,980 43,463  1,476,923

Proposal No. 5 - The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2021.



For        Against Abstain Broker Non-Vote
35,192,229 844,958 27,304  N/A

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits



  10.1   Bio-Techne 2020 Equity Incentive Plan.



  10.2   Form of Director Non-Qualified Stock Option Agreement.



  10.3   Form of Employee Non-Qualified Stock Option Agreement (Global).



  10.4   Form of Performance Vesting Cash Unit Agreement.



  10.5   Form of Performance Vesting Incentive Stock Option Agreement.



  10.6   Form of Performance Vesting Restricted Stock Agreement.



  10.7   Form of Performance Vesting Restricted Stock Unit Agreement.



  10.8   Form of Time Vesting Incentive Stock Option Agreement.



  10.9   Form of Time Vesting Cash Unit Agreement.



  10.10   Form of Time Vesting Restricted Stock Agreement.



  10.11   Form of Time Vesting Restricted Stock Unit Agreement.



  104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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