Bio-Rad Laboratories Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$BIO.B
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: April 22, 2025
(Date of earliest event reported)
(Exact name of registrant as specified in its charter)
Commission File Number: 1-07928
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) | |||||||
(Address of principal executive offices, including zip code)
(Registrant’s telephone number, including area code)
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 | ||||||||||||
| 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. | ☐ | |||||||
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting of Stockholders on April 22, 2025. The matters voted upon at the meeting and the results of those votes are set forth below.
1. Each of the nominated directors was elected and received the affirmative vote of a majority of the votes cast in the respective class of Common Stock, as follows: | |||||||||||||||||||||||
| Class of Common Stock | Votes | Votes | Votes | Broker | |||||||||||||||||||
| to Elect | For | Against | Abstaining | Non-Votes | |||||||||||||||||||
| Melinda Litherland | Class A | 16,693,588 | 3,918,478 | 10,596 | 1,195,004 | ||||||||||||||||||
| Arnold A. Pinkston | Class A | 17,013,765 | 3,598,331 | 10,566 | 1,195,004 | ||||||||||||||||||
| Jeffrey L. Edwards | Class B | 4,989,577 | 341 | 91 | 33,701 | ||||||||||||||||||
| Gregory K. Hinckley | Class B | 4,989,577 | 341 | 91 | 33,701 | ||||||||||||||||||
| Allison Schwartz | Class B | 4,988,465 | 1,453 | 91 | 33,701 | ||||||||||||||||||
| Norman Schwartz | Class B | 4,988,465 | 1,453 | 91 | 33,701 | ||||||||||||||||||
| 2. The proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025 was ratified and received the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows: | |||||||||||||||||||||||
| Votes | Votes | Votes | Broker | ||||||||||||||||||||
| For | Against | Abstaining | Non-Votes | ||||||||||||||||||||
| 7,151,391 | 51,910 | 2,176 | - | ||||||||||||||||||||
| 3. The stockholder proposal requesting approval of certain executive severance arrangements was not approved since the proposal did not receive the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows: | |||||||||||||||||||||||
| Votes | Votes | Votes | Broker | ||||||||||||||||||||
| For | Against | Abstaining | Non-Votes | ||||||||||||||||||||
| 923,215 | 6,125,784 | 3,277 | 153,201 | ||||||||||||||||||||
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.
| BIO-RAD LABORATORIES, INC. | ||||||||||||||
| Date: | April 25, 2025 | By: | /s/ Courtney C. Enloe | |||||||||||
| Courtney C. Enloe | ||||||||||||||
| EVP, General Counsel and Secretary | ||||||||||||||