UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Officer Appointment
On January 5, 2024, Bio-Techne Corporation (the “Company”) announced the appointment of Dr. Matthew McManus, age 55, as President – Diagnostics and Genomics Segment (“President DGS”) effective January 8, 2024. Dr. McManus recently served as Chief Operating Officer of Azenta, Inc. from January 2022 to October 2022 and has served as a strategic advisor to the Azenta CEO since October 2022. Dr. McManus was previously Senior Vice President and General Manager of the Molecular Diagnostics Division at the Company from September 2021 to January 2022 following the Company’s acquisition of Asuragen, where Dr. McManus had previously served as President and CEO beginning in August 2014.
Employment Terms
On January 4, 2024, Dr. McManus entered into an executive employment agreement (the “Employment Agreement”) with the Company, which provides the terms of his service as President DGS. The Employment Agreement has an initial term of three years commencing on January 8, 2024. The Employment Agreement provides for an annual base salary of $550,000, which will be annualized for the portion of the year actually served. For future fiscal years, Dr. McManus’s compensation will be subject to annual review by the Compensation Committee of the Company’s Board of Directors.
In addition, the Employment Agreement provides for an annual cash incentive bonus at a target amount of 90% of Dr. McManus’s base salary, annualized based on the time in the role. The amount of annual cash incentive earned will be determined based on performance standards established by the Compensation Committee pursuant to the terms of the Company’s Management Incentive Plan. Dr. McManus will also be eligible for paid time off, participation in any other employee benefit plans generally available to the Company’s employees, and certain other benefits as set forth in the Employment Agreement.
The Employment Agreement further provides for the grant on the commencement of Dr. McManus’s appointment as President DGS of one-time award of restricted stock units grant with a grant date value of $950,000 pursuant to the Company’s 2020 Equity Incentive Plan, as amended to date (the “Plan”). The restricted stock unit grant will vest in equal installments on the first three anniversaries of the grant date.
The Employment Agreement additionally provides for the grant on the commencement of Dr. McManus’s appointment as President DGS of the following annual equity awards (in each case annualized for the number of months Dr. McManus will be employed by the Company during FY2024): (i) time-vested stock options with a grant date value of approximately $950,000, (ii) a performance-vested stock option with a grant date value of approximately $475,000, and (iii) performance-based restricted stock units with a grant date value of $475,000 in each pursuant to the terms of the Plan. The stock options will have an exercise price equal to the closing price of the Company’s common stock on the date of grant. The time-vested option will vest in equal installments on the first four anniversaries of the grant date. The performance-vested option and performance-vesting restricted stock units will vest if, and only if, the Company achieves certain performance goals established by the Compensation Committee.
The Employment Agreement may be terminated at any time by either party upon written notice. If the Employment Agreement is terminated in certain circumstances, such as by the Company without Cause, by the Company following a Change in Control, or by Dr. McManus for Good Reason (each such capitalized term as defined in the Employment Agreement), the Company will be required to pay severance to Dr. McManus in an amount equal to one year of his then-current base salary, a prorated portion of annual cash incentive compensation, and health insurance coverage for one year. Any severance paid to Dr. McManus will be paid in exchange for Dr. McManus’s release of claims against the Company.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is included herewith as Exhibit 10.1.
Related-Party Transactions
There is not currently, nor has there been since June 30, 2022, any transaction with the Company or any of its subsidiaries or affiliates in which Dr. McManus has or had a direct or an indirect material interest.
Item 8.01 Other Events
A copy of the press release issued by Bio-Techne Corporation on January 5, 2024 is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
Exhibit No. | Description |
10.1 | Executive Employment Agreement, dated January 4, 2024, between the Company and Matthew McManus |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 8, 2024 | By: | /s/ Shane V. Bohnen |
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| Shane V. Bohnen |
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| Senior Vice President, General Counsel and Corporate Secretary |
EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is made and entered into between Bio-Techne Corporation, a Minnesota corporation (“Bio-Techne”), and Matthew McManus (“Executive”) (each may be referred to individually as a “Party” and collectively as the “Parties”).
RECITALS
WHEREAS, Bio-Techne wishes to employ Executive under the terms and conditions set forth in this Agreement, and Executive wishes to accept such employment under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, Bio-Techne and Executive agree as follows:
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CEO Employment Agreement (10/2023)
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CEO Employment Agreement (10/2023)
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provided, however, that Executive shall be entitled to the Termination Severance Payments set forth in this Section 5.1 only if he executes within 60 days of termination of employment, does not rescind, and fully complies with a release agreement in a customary and mutually acceptable form (the “Release”). Notwithstanding the foregoing, if Bio-Techne determines, in its sole discretion, that payment of the COBRA premiums under this Section 5.1 would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar effect, then in lieu of paying the COBRA premiums, Bio-Techne may instead elect to pay Executive on the first day of each month, a fully taxable cash payment equal to the employer portion of the COBRA premiums for that month, subject to applicable tax withholdings (the “Special Severance Payment”), for each remaining month during which Executive is entitled to receive payment of COBRA premiums under this Section 5.1. Executive may, but will not be obligated to, use the Special Severance Payment toward the cost of COBRA premiums.
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CEO Employment Agreement (10/2023)
As used in this Agreement, “Good Reason” means a good faith determination by Executive that any one or more of the following events have occurred; provided, however, that such event shall not constitute “Good Reason” if (x) Executive has expressly consented to such event in writing, (y) Executive fails to provide written notice to Bio-Techne within thirty (30) calendar days after Executive first becomes aware, or reasonably should have become aware, of the occurrence of such event, specifically describing such event, and Bio-Techne fails to remedy such event within thirty (30) calendar days after receipt of such notice, or (z) Executive fails to provide written notice of his decision to terminate within sixty (60) calendar days after the occurrence of such event:
Termination for “Good Reason” shall not include Executive’s termination as a result of death, Disability, retirement or a termination for any reason other than the events specified in clauses (a) through (d) in this Section 5.1.
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CEO Employment Agreement (10/2023)
The payments and benefits described in Section 5.2(a) through (d) above are hereinafter referred to as the “CIC Severance Payment.” However, Executive shall be entitled to the CIC Severance Payment set forth in this Section 5.2 only if he executes within 60 days of resignation or termination of employment, does not rescind, and fully complies with the Release.
For purposes of this Agreement, “Change in Control” shall mean the occurrence, in a single transaction or in a series of related transactions, of any one or more of the events described in subsections (a) through (c) below. For purposes of this definition, a person, entity or group shall be deemed to “Own,” to have “Owned,” to be the “Owner” of, or to have acquired “Ownership” of securities if such person, entity or group directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.
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CEO Employment Agreement (10/2023)
For the avoidance of doubt, the term Change in Control shall not include a sale of assets, merger or other transaction effected exclusively for the purpose of changing the domicile of Bio-Techne. To the extent required, the determination of whether a Change in Control has occurred shall be made in accordance with Code Section 409A and the regulations, notices and other guidance of general applicability issued thereunder.
Change in Control Following Retirement. If there is a Change in Control following the termination of Executive’s employment by Executive as a result of Retirement, the vesting requirements of any unvested portion of any equity grants to Executive that have not expired, terminated, or been forfeited by their terms shall be automatically accelerated upon consummation of such Change in Control. For purposes of this Agreement, “Retirement” means termination of employment by Executive for any reason on or after Executive reached the age of 55 and has completed at least (five) 5 years of continuous service with Bio-Techne and/or any affiliate; provided, however, that Executive shall be credited with continuous service only for periods during which Executive regularly works 20 or more hours per week. The terms of this Section 5.25 will survive the termination of this Agreement.
Termination Due to Disability of Death. Upon a termination of Executive’s employment by Bio-Techne due to Executive’s Disability, as defined in Section 4.1(c), Executive shall receive a prorated annual bonus for the annual performance period during which the termination occurs equal to the amount of the annual bonus that would have been payable if Executive’s employment had continued until the date on which annual bonuses for such performance period are payable to similarly situated employees of Bio-Techne, multiplied by a fraction, the numerator of which is the number of days in such performance period during which Executive was employed and the denominator of which is 365, and payable at the same time that annual bonuses are payable to similarly situated employees of Bio-Techne.
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(Signatures follow on the next page(s).)
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THE PARTIES HAVE executed this Agreement in the manner appropriate to each as of the dates set forth below.
BIO-TECHNE CORPORATION
By: /s/ Julie Bushman January 4, 2024
Julie Bushman
Chair, Compensation Committee
EXECUTIVE
/s/ Matthew McManus January 4, 2024
Matthew McManus
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CEO Employment Agreement (10/2023)
EXHIBIT 99.1
BIO-TECHNE ANNOUNCES APPOINTMENT OF MATTHEW F. McMANUS AS PRESIDENT, DIAGNOSTICS AND GENOMICS SEGMENT
Minneapolis/January 5, 2024/ Bio-Techne Corporation (NASDAQ: TECH) today announced Matthew F. McManus has been appointed President, Diagnostics and Genomics Segment, effective January 8, 2024. Dr. McManus succeeds Kim Kelderman, who will become Bio-Techne’s Chief Executive Officer effective February 1, 2024.
Dr. McManus has over two decades of experience as a senior life sciences leader, most recently serving as Executive Vice President and Chief Operating Officer for Azenta, where he was responsible for Life Sciences Products, Services, and all commercial operations of the business. Previously, Dr. McManus was Senior Vice President and General Manager of Bio-Techne’s Molecular Diagnostics Division following its acquisition of Asuragen, where Dr. McManus served as President and CEO. Dr. McManus currently serves as the Chairman of the Board of Directors for ANSA, a company commercializing disruptive capabilities in gene synthesis and cell & gene therapy markets. Dr. McManus received his M.D. and Ph.D. from the University of Pennsylvania School of Medicine, his MBA from Boston College, and his B.A. in Economics from College of the Holy Cross.
“I am excited for Matt’s return to Bio-Techne,” said Kim Kelderman, Bio-Techne’s Chief Operating Officer and in-coming Chief Executive Officer. “Matt’s successful prior leadership of Bio-Techne’s Molecular Diagnostics Division, combined with his breadth of life science experience and knowledge make him the perfect fit for this role. Matt is the ideal candidate to take the Diagnostics and Genomics Segment through its next phase of growth.”
About Bio-Techne Corporation (NASDAQ: TECH)
Contact: David Clair, Vice President, Investor Relations & Corporate Development
david.clair@bio-techne.com
612-656-4416
Document and Entity Information |
Jan. 05, 2024 |
---|---|
Document and Entity Information [Abstract] | |
Document Type | 8-K |
Document Period End Date | Jan. 05, 2024 |
Entity Registrant Name | BIO-TECHNE CORPORATION |
Entity Incorporation, State or Country Code | MN |
Entity File Number | 0-17272 |
Entity Tax Identification Number | 41-1427402 |
Entity Address, Address Line One | 614 McKinley Place NE |
Entity Address, City or Town | Minneapolis |
Entity Address State Or Province | MN |
Entity Address, Postal Zip Code | 55413 |
City Area Code | 612 |
Local Phone Number | 379-8854 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Common Stock |
Trading Symbol | TECH |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000842023 |
Amendment Flag | false |
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