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 (Date of earliest event reported): March 14, 2022


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)

517-372-9200
(Registrant’s telephone number, including area code)

N/A
(Former name or former address, if changed since last report.)

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
  
The NASDAQ Global Select Market


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))

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 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 14, 2022, Neogen Corporation (the “Company”) amended its Restated Articles of Incorporation in order to increase the number of authorized shares of common stock, par value $0.16 per share, of the Company from 120,000,000 to 240,000,000. The increase in the number of authorized shares was previously approved by the Company’s shareholders at the Company’s 2021 Annual Meeting of Shareholders.

This description of the amendment to the Company’s Restated Articles of Incorporation is qualified in its entirety by reference to the full text of the Certificate of Amendment to the Articles of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01
Financial Statements and Exhibits

(d)  Exhibits

Exhibit No.
  
Description
 
Certificate of Amendment to the Articles of Incorporation of Neogen Corporation, filed March 14, 2022
104
 
The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

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: March 17, 2022
By:
 /s/ Amy Rocklin
 
Name:
 Amy Rocklin
 
Title:
 VP, General Counsel & Corporate Secretary

Exhibit 3.1