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Current Report · Items 5.07, 7.01, 9.01 · 8-K

Bio-Techne Corp

TECHNASDAQEQUITYCurrent

Submission of Matters to a Vote of Security Holders · Regulation FD Disclosure

Item 5.07 Submission of Matters to a Vote of Security Holders. On September 23, 2026, Bio-Techne Corporation, a Minnesota corporation (“Bio-Techne”), held a special meeting of shareholders (the “Special Meeting”) to consider and vote on certain proposals related to the Agreement and Plan of Merger, dated as of June 25, 2026 (as it may be amended from time to time in accordance with its terms, the…

Filed Sep 23, 2026Accepted Sep 23, 2026, 5:08 PM EDTCIK 842023Accession 0001140361-26-037450
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Company context

Bio Techne Corporation (NASDAQ: TECH) is a global life sciences company headquartered in Minnesota, celebrating 50 years of empowering scientific and diagnostic communities to reach better answers. The company provides high quality reagents, analytical instruments, and precision diagnostics. Its portfolio is organized into three customer focused brands: R&D Systems™, Bio Techne Spatial™, and Bio Techne Diagnostics™, reflecting the scientific journey from discovery to translational research to clinical decision making. Bio Techne operates in 34 locations worldwide and employs more than 3,000 people. In fiscal year 2025, the company generated over $1.2 billion in net sales. Its more than 500,000 products are used globally by academic researchers, biopharmaceutical and biotechnology companies, and clinical diagnostic laboratories.

Current securities

Recent company filings

  1. DEFA14A filingSep 14, 2026
  2. Other EventsSep 14, 2026
  3. DEFA14A filingSep 9, 2026
  4. DEFA14A filingSep 2, 2026
  5. DEFA14A filingAug 25, 2026

Disclosure sections

Items 5.07, 7.01, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07 Submission of Matters to a Vote of Security Holders. On September 23, 2026, Bio-Techne Corporation, a Minnesota corporation (“Bio-Techne”), held a special meeting of shareholders (the “Special Meeting”) to consider and vote on certain proposals related to the Agreement and Plan of Merger, dated as of June 25, 2026 (as it may be amended from time to time in accordance with its terms, the “Merger Agreement”), by and among Bio-Techne, Merck KGaA, Darmstadt, Germany, a German corporation with general partners (“Parent”), and EMD Holdings NewCo, Inc., a Minnesota corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), providing that, on the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into Bio-Techne (the “Merger”), whereupon Bio-Techne will continue as the surviving corporation and a wholly-owned subsidiary of Parent. At 5:00 p.m. Eastern Time on August 11, 2026, the record date for the Special Meeting (the “Record Date”), there were 156,800,296 shares of Bio-Techne common stock, par value $0.01 per share (“Bio-Techne Common Stock”), issued and outstanding and entitled to vote at the Special Meeting. At the Special Meeting, the holders of 78.55% of the outstanding shares of Bio-Techne Common Stock as of the Record Date were present by means of remote communication or represented by proxy and entitled to vote at the Special Meeting, constituting a quorum for the Special Meeting. At the Special Meeting, the following proposals were considered: 1. Merger Agreement Proposal. A proposal to approve and adopt the Merger Agreement, including, for purposes of the Minnesota Business Corporation Act, the plan of merger contained in the Merger Agreement (the “Merger Agreement Proposal”). 2. Non-Binding Compensation Advisory Proposal. A proposal to approve, by a non-binding advisory vote, the compensation that may be paid or become payable to Bio-Techne’s named executive officers that is based on, or otherwise relates to, the Merger (the “Non-Binding Compensation Advisory Proposal”). 3. Adjournment Proposal. A proposal 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 proposal to approve and adopt the Merger Agreement if there are insufficient votes at the time of the Special Meeting to approve and adopt the Merger Agreement (the “Adjournment Proposal”). The final voting results for the Merger Agreement Proposal and Non-Binding Compensation Advisory Proposal are described below. The Adjournment Proposal was not submitted to Bio-Techne shareholders for approval at the Special Meeting because there was a quorum present at the Special Meeting and there were sufficient votes to approve the Merger Agreement Proposal. For more information on each of these proposals, see the definitive proxy statement filed by Bio-Techne with the U.S. Securities and Exchange Commission (the “SEC”) on August 20, 2026. Merger Agreement Proposal: Votes For Votes Against Votes Abstaining Broker Non-Votes ────────────────────────────────────────────────────────────────────────────── 121,929,544 1,208,817 30,610 N/A Non-Binding Compensation Advisory Proposal: Votes For Votes Against Votes Abstaining Broker Non-Votes ───────────────────────────────────────────────────────────────────────────── 25,912,275 96,412,306 844,390 N/A
Item 7.01Item 7.01 - Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure. On September 23, 2026, Bio-Techne issued a press release announcing Bio-Techne shareholders’ approval of the Merger Agreement Proposal. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference. The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of Bio-Techne under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Filed exhibits (1)
EX-99.1 (by filename) ef20082601_ex99-1.htm

Exhibit 99.1 Bio-Techne Shareholders Approve Acquisition by Merck KGaA, Darmstadt, Germany MINNEAPOLIS - September 23, 2026 -  Bio-Techne Corporation (NASDAQ: TECH) (“Bio-Techne”), a global provider of life science tools, reagents and diagnostic products, announced that Bio-Techne shareholders voted to approve and adopt the definitive agreement under which Merck KGaA, Darmstadt, Germany proposes to acquire Bio-Techne (the “Merger Agreement”) at a Special Meeting of Shareholders held today. “We are grateful to our shareholders for their strong support, which marks an important milestone toward completing the transaction,” said Kim Kelderman, President and Chief Executive Officer of Bio-Techne. “Joining Merck KGaA, Darmstadt, Germany will bring together our complementary and leading life sciences organizations while delivering substantial, near-term cash value to Bio-Techne shareholders. The combined company will be uniquely positioned to support customers across the full spectrum of life science workflows from discovery and translational research through development, testing and commercial manufacturing.” The final voting results, as certified by the independent inspector of ele

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