UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On January 26, 2022, the Compensation Committee of the Board of Directors of Bio-Techne Corporation (the “Company”) appointed Mr. Shane Bohnen, age 48, as an executive officer of the Company in the position of Senior Vice President, General Counsel and Corporate Secretary, effective March 3, 2023. Mr. Bohnen succeeds Brenda Furlow, who has announced her intention to retire on March 3, 2023.
Mr. Bohnen most recently served as Associate General Counsel for the Company since 2019. Prior to joining the Company, Mr. Bohnen served as in-house corporate counsel at Resideo Technologies, Inc. beginning in 2018. From 2013 to 2018, he held roles of increasing responsibility as in-house counsel at Smiths Medical, Inc. Mr. Bohnen also was a litigation attorney for ten years, including eight years at Bowman & Brooke LLP, where he handled a broad range of litigation matters.
With his appointment, Mr. Bohnen will enter into an employment agreement with the Company (the “Employment Agreement”) in the same form used for all executive officers of the Company. The Employment Agreement provides for the following compensation and benefits:
| ● | Base salary of $331,500; |
| ● | Participation in the Management Incentive Plan, with a cash bonus of 50% at target and annual equity grants with both time- and performance-based vesting, the first set of grants to be issued in August of 2023; |
| ● | A one-time grant of restricted stock units valued at $500,000, to be issued April 1, 2023, with vesting of one third each on the three anniversaries following the date of grant; |
| ● | Reimbursement of certain business expenses in connection with his service to the Company and participation in other employee benefit plans generally available to the Company’s employees, and certain other benefits as set forth in the Employment Agreement. |
This description of the material terms of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Executive Employment Agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.
There is no transaction with the Company or any of its subsidiaries or affiliates requiring disclosure under Item 404(a) of Regulation S-K.
Item 8.01 Other Events
A copy of the press release issued by Bio-Techne Corporation on January 31, 2023 announcing the retirement of Ms. Furlow and the appointment of Mr. Bohnen is attached hereto as Exhibit 99.1.
SIGNATURE
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-TECHNE CORPORATION |
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Date: January 31, 2023 | By: | /s/ Brenda S. Furlow |
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| Brenda S. Furlow |
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| Executive Vice President, General Counsel and Secretary | ||