8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K/A

CURRENT REPORT

(Amendment No. 1)

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): October 23, 2025

    

Neogen Corporation

(Exact name of Registrant as Specified in Its Charter)


Michigan	0-17988	38-2367843
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

620 Lesher Place
Lansing, Michigan		48912
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (517) 372-9200

    

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.16 par value per share	NEOG	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

This Form 8-K/A amends the Form 8-K filed on October 27, 2025 to correct an inadvertent error in the Company's statement regarding Proposal 2. In the originally filed 8-K, it was stated that Proposal 2 was not approved by shareholders. As corrected herein, the shareholder proposal was approved by the Company's shareholders at the Annual Meeting of Shareholders on October 23, 2025. No other changes have been made to the originally filed 8-K.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On October 23, 2025, the Company held its 2025 Annual Meeting of Shareholders. At the meeting, 195,086,461 of the 217,298,626 shares outstanding and entitled to vote were present and voted. The matters listed below were submitted to a vote of the shareholders though the solicitation of proxies. The proposals are described in detail in the Company’s Proxy Statement dated as of, and filed with Securities and Exchange Commission on, September 12, 2025. The voting results are as follows:

Proposal 1 – Election of Directors


Nominee	For		Withheld
Thierry L. Bernard		168,950,135		16,330,540
Mikhael Nassif		171,847,536		13,433,139
Avi Pelossof		171,839,634		13,441,041
Andrea F. Wainer		169,573,203		15,707,472

Proposal 2 – To Approve, by Non-Binding Vote, the Compensation of the Company’s Named Executive Officers

The shareholders approved, by non-binding vote, the compensation of the Company’s named executive officers, as disclosed in the proxy materials.


For		Against		Abstain		Broker Non-Vote
	167,126,873		17,679,601		412,667		9,805,786

Proposal 3 – Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm

The shareholders ratified the appointment of BDO USA, P.C. as the Company’s auditors for the fiscal year ending May 31, 2026.


For		Against		Abstain		Broker Non-Vote
	181,630,320		13,148,285		307,856		-

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


			NEOGEN CORPORATION

Date:	October 27, 2025	By:	/s/ Amy M. Rocklin
			Name: Amy M. Rocklin Title: Chief Legal & Compliance Officer, Corporate Secretary

Amendment: Neogen Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits