[GRAPHIC OMITTED]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO THE SHAREHOLDERS:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Neogen
Corporation (the "Company"), a Michigan corporation, will be held on
October 7, 1999 at 9:00 a.m., local time, at the University Club of Michigan
State University, 3435 Forest Road, Lansing, MI 48909, to consider and act
upon the following matters:
1. The election of nine directors to serve until the next Annual Meeting
of Shareholders and until their successors shall have been duly elected
and qualified, unless the Classified Board Proposal is approved, in
which case such directors will serve for the applicable terms of their
respective classes.
2. A proposal (the "Classified Board Proposal") to amend the Company's
Articles of Incorporation and By-Laws to provide (i) for a classified
Board of Directors who will serve staggered terms and (ii) that a
director may be removed prior to the expiration of his or her term for
cause only.
3. A proposal (the "Shareholder Consent and Advanced Notice Proposal") to
amend the Company's Articles of Incorporation and By-Laws (i) to
provide that shareholders may take action at a duly called meeting or
by unanimous written consent only and (ii) to require a shareholder to
disclose to the Company, in advance of a shareholder meeting, certain
information with respect to each proposed nominee for director and with
respect to each proposed business item to be acted upon at the meeting.
4. A proposal to amend the Company's Articles of Incorporation and By-Laws
to (i) increase the number of authorized shares of the Company's common
stock from 10,000,000 shares, $0.16 par value, to 20,000,000 shares,
$0.16 par value; and (ii) create a series of preferred stock consisting
of 100,000 shares, $1.00 par value.
5. Such other business as may properly come before the meeting or any
adjournment thereof.
The foregoing items of business are more fully described in the Proxy
Statement accompanying this Notice.
Only shareholders of record at the close of business on August 9, 1999 are
entitled to notice of and to vote at the meeting.
All shareholders are cordially invited to attend the meeting in person.
However, to assure your representation at the meeting, you are urged to mark,
sign, date and return the enclosed proxy card as promptly as possible in the
postpaid envelope enclosed for that purpose. Any shareholder attending the
meeting may vote in person even if he or she returned a proxy.
Sincerely,
/s/ G. Bruce Papesh
G. Bruce Papesh
Secretary
Lansing, Michigan
August 31, 1999
- ------------------------------------------------------------------------------
IMPORTANT: WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED
TO COMPLETE AND PROMPTLY RETURN THE ENCLOSED PROXY IN THE ENVELOPE PROVIDED.
- ------------------------------------------------------------------------------
PROXY STATEMENT
The enclosed Proxy is solicited on behalf of Neogen Corporation (the
"Company") for use at the Annual Meeting of Shareholders to be held
October 7, 1999, at 9:00 a.m., or at any adjournment thereof, for the
purposes set forth herein and in the accompanying Notice of Annual Meeting of
Shareholders. The Annual Meeting will be held at the University Club of
Michigan State University, 3435 Forest Road, Lansing, MI 48909. The Company's
telephone number is (517) 372-9200.
These proxy solicitation materials were mailed on or about September 1, 1999,
together with the Company's 1999 Annual Report to Shareholders, to all
shareholders entitled to vote at the meeting.
INFORMATION CONCERNING SOLICITION AND VOTING
Revocability of Proxies
Any proxy given pursuant to this solicitation may be revoked by the person
giving it any time before its use by delivering to the Company, before the
meeting, a written notice of revocation or a duly executed proxy bearing a
later date or by attending the meeting and voting in person.
Voting and Solicitation
Every shareholder voting at the annual meeting has one vote for each share on
all matters. The Company's By-Laws do not provide for cumulative voting in
the election of directors. Shares represented by valid, executed and dated
proxies in the enclosed form will be voted if received in time for the
meeting in accordance with the instructions thereon. Unless your proxy is
otherwise marked, it will be voted FOR management's nominees for the board of
directors, FOR the Classified Board Proposal, FOR the Shareholder Consent and
Advanced Notice Proposal and FOR the proposal to increase the number of
authorized shares of common stock and create a series of preferred stock.
A simple majority of the shares issued and outstanding as of August 9, 1999
(the "Record Date") must be present or represented at the Annual Meeting to
constitute a quorum. For election of directors, the nine individuals
receiving the most votes will be elected for the term(s) indicated. Approval
for any other item of business to be voted upon at the Annual Meeting will
require the affirmative vote of shareholders holding a majority of the
outstanding shares of Common Stock.
The cost of soliciting proxies will be borne by the Company. The Company has
retained the services of American Stock Transfer & Trust to aid in the
solicitation of proxies. The Company estimates that the cost of soliciting
proxies will be less than $2,000 including out-of-pocket expenses. The
Company may reimburse brokerage firms and other persons representing
beneficial owners of shares for their expenses in forwarding solicitation
material to such beneficial owners. Proxies may also be solicited by certain
of the Company's directors, officers, and regular employees, without
additional compensation, personally by telephone, telegram, facsimile or
letter.
2
Record Date and Principal Share Ownership
Shareholders of record at the close of business on August 9, 1999 are
entitled to notice of and to vote at the meeting. At the Record Date,
5,929,279 shares of the Company's Common Stock were issued and outstanding.
At the Record Date, the following were known by the Company to be beneficial
owners of more than 5% of the Company's Common Stock.
Name and Address Number of Shares Percent of Total
- ---------------- ---------------- ----------------
James L. Herbert (1)
Neogen Corporation
620 Lesher Place
Lansing, MI 48912 340,725 5.7%
Herbert D. Doan (1)
P.O. Box 169
Midland, MI 48640 306,890 5.2%
(1) Includes 76,015 shares and 24,001 shares of Common Stock which
Mr. Herbert and Mr. Doan, respectively, have the right to acquire by
exercise of options within 60 days of August 9, 1999.
Deadline for Receipt of Shareholder Proposals
Proposals of shareholders which are intended to be presented by such
shareholders at the Company's next Annual Meeting of Shareholders must be
received by the Company no later than May 3, 2000 in order that they may be
included in the proxy statement and form of proxy relating to that meeting.
3
PROPOSAL 1
ELECTION OF DIRECTORS
The Company's By-Laws provide that the Company shall have at least
five and no more than nine directors, with the exact number to be determined
by the Board. The Board of Directors currently is comprised of nine
directors. If the Classified Board Proposal is approved, the directors will
be classified into three classes and will serve for the terms set forth next
to their names or until their successors have been duly qualified and
elected. If the Classified Board Proposal is not approved, each director will
serve until the next annual meeting of shareholders or until his successor
has been duly elected and qualified. Unless otherwise instructed, proxy
holders will vote the proxies received by them for the election of the
nominees named below. All of the nominees for director are currently
directors of the Company. If any nominee becomes unavailable for any reason
it is intended that the proxies will be voted for a substitute nominee
designated by the Board. The Board of Directors has no reason to believe that
the nominees named will be unable to serve if elected. Any vacancy occurring
on the Board of Directors for any reason may be filled by vote of a majority
of the directors then in office until the next meeting of shareholders.
Nominees Expiration of Term*
- -------- -------------------
Class I:
Herbert D. Doan ................ 2000
Gordon E. Guyer, Ph.D .......... 2000
Lon M. Bohannon ................ 2000
Class II:
Robert M. Book ................. 2001
Jack C. Parnell ................ 2001
Leonard E. Heller, Ph.D ........ 2001
Class III:
G. Bruce Papesh ................ 2002
Thomas H. Reed ................. 2002
James L. Herbert ............... 2002
* Assuming approval of the Classified Board Proposal.
Director
Name of Nominee Age Position Since
- --------------- --- -------- --------
Herbert D. Doan (1)(2) 76 Chairman, Board of Directors 1982
James L. Herbert 59 President and Chief Executive
Officer of the Company, Director 1982
G. Bruce Papesh (3) 52 Secretary, Director 1993
Gordon E. Guyer, Ph.D.(3) 73 Director 1990
Robert M. Book (2) 69 Director 1990
Leonard E. Heller, Ph.D.(3) 54 Director 1992
Jack C. Parnell (1) 64 Director 1993
Thomas H. Reed (1)(2) 54 Director 1995
Lon M. Bohannon 46 Vice President and Chief Financial
Officer of the Company, Director 1996
(1) Member, Compensation Committee
(2) Member, Stock Option Committee
(3) Member, Audit Committee
4
The following is a brief summary of the business experience, including the
past five years for each of the nominees for the Board of Directors.
Herbert D. Doan has been a director of the Company since September 1982 and
the Company's Chairman of the Board of Directors since October 1984. Mr. Doan
has served as President of the Herbert H. and Grace A. Dow Foundation since
February 1996 and is Chairman of the Michigan Molecular Institute, a position
he has held since 1964. He was formerly President and Chief Executive Officer
of Dow Chemical Company. He has been active as an independent venture
capitalist for the past five years.
James L. Herbert has been President, Chief Executive Officer, and a director
of the Company since he joined Neogen in June 1982. He previously held the
position of Corporate Vice President of DeKalb Ag Research, a major
agricultural genetics and energy company. He has management experience in
animal biologics, specialized chemical research, medical instruments,
aquaculture, animal nutrition, and poultry and livestock breeding and
production.
G. Bruce Papesh was elected to the Board of Directors in October 1993 and was
elected Secretary in October 1994. Since 1987, Mr. Papesh has served as
President of Dart, Papesh & Co., an investment consulting and financial
services firm. Mr. Papesh also serves on the Board of Directors of Immucor,
Inc., a publicly traded immunodiagnostics company that manufactures and
markets products for the human clinical blood bank industry.
Dr. Gordon E. Guyer joined the Board of Directors in January 1990. Dr. Guyer
retired in 1996 as Director for the Michigan Department of Agriculture, a
position he held since 1993. Dr. Guyer served as interim President of
Michigan State University from 1991 to 1993 and was Vice President of
Governmental Affairs for the University from 1988 until 1991. From 1986 to
1988, he was Director of the Department of Natural Resources for the State of
Michigan.
Robert M. Book was elected to the Board of Directors in November 1990. Since
January 1993, Mr. Book has served as President of AgriVista, Inc., a company
that provides agricultural consulting and marketing services. He served as
President of the Indiana Institute of Agriculture, Food and Nutrition, from
1983 through 1992. He was formerly Group Vice President of Agriculture
Marketing for Elanco Products Company, a division of Eli Lilly & Co.
Dr. Leonard E. Heller was elected to the Board of Directors in October 1992.
He is currently a self-employed independent consultant in the area of
medical, biomedical, and pharmaceutical information systems. From 1992 to
1993, he was Secretary, Cabinet for Human Resources for the Commonwealth of
Kentucky. From 1986 to 1993 he was part owner of O.J. Packaging Inc., a
retail packaging company, and a general partner in Illinois Diversatech, a
real estate development partnership located in Manteno, Illinois.
Jack C. Parnell was elected to the Board of Directors in October 1993. Since
1991, he has held the position of Governmental Relations Advisor with the law
firm of Kahn, Soares and Conway. In 1989, Mr. Parnell was appointed by
President Bush to serve as Deputy Secretary for the U.S. Department of
Agriculture. From 1983 to 1989, he served in three different senior
governmental positions for the State of California, including Secretary for
the California Department of Food and Agriculture from 1987 to 1989. The firm
of Kahn, Soares and Conway currently act as the Company's government
relations advisor.
Thomas H. Reed was elected to the Board of Directors in October 1995.
Effective April 1, 1998, Mr. Reed became Vice President of MLE Marketing, a
division of Southern States Cooperative, Inc. Prior to that date, he served
as President and Chief Executive Officer for the Michigan Livestock Exchange,
where he worked beginning in 1977. Mr. Reed is a member of the Board of
Directors of the National Livestock Producers Association and is a former
chairman of the Michigan State University Board of Trustees. He has served as
an officer or director of numerous trade organizations and financial
institutions.
Lon M. Bohannon was elected to the Board of Directors in October 1996. Mr.
Bohannon joined Neogen in October 1985 as Vice President of Finance and was
promoted to Vice President - Administration and Chief Financial Officer in
November 1994. He is responsible for all areas of accounting, finance, human
resources and investor relations. A CPA, Mr. Bohannon served as
Administrative Controller for Federal Forge, Inc., a metal forging and
stamping firm, from March 1980 until October 1985, and worked at the public
accounting firm of Ernst & Young from June 1975 to March 1980.
The Board of Directors recommends a vote "for" the nominees herein.
5
Security Ownership of Management
The following table sets forth the beneficial ownership of Common Stock of
the Company as of August 9, 1999 for each current director, nominee and for
all current directors and executive officers as a group:
Name Number of Shares Percent of Total
- ---- ---------------- ----------------
Herbert D. Doan(1) 306,890 5.2%
James L. Herbert(1) 340,725 5.7%
Gordon E. Guyer, Ph. D.(1) 22,001 *
Robert M. Book(1) 10,001 *
Leonard E. Heller, Ph.D.(1) 60,768 1.0%
G. Bruce Papesh(1) 6,001 *
Jack C. Parnell(1) 16,001 *
Thomas H. Reed(1) 7,601 *
Lon M. Bohannon(1) 99,137 1.7%
All current directors and
executive officers as a group
(sixteen persons)(1) 975,336 15.8%
*Less than 1%
(1) Includes the following shares of Common Stock which current directors
and executive officers have the right to acquire by exercise of options
within 60 days of August 9, 1999: Mr. Doan - 24,001 shares; Mr. Herbert
- 76,015 shares; Dr. Guyer - 12,001 shares; Mr. Book - 10,001 shares;
Dr. Heller - 18,001 shares; Mr. Papesh - 6,001 shares; Mr. Parnell
16,001 shares; Mr. Reed - 7,001 shares; Mr. Bohannon - 24,000 shares;
all current directors and executive officers as a group - 251,688
shares.
Board Meetings and Committees
The Board of Directors of the Company held six meetings during the fiscal
year ended May 31, 1999. Each of the incumbent directors attended at least
75% of the aggregate of all meetings of the Board and Committees of which he
was a member held during the period he served on the Board or Committee.
The standing committees of the Board of Directors are the Audit Committee,
the Compensation Committee and the Stock Option Committee. The Audit
Committee, which met one time in 1999, has responsibility of recommending to
the Board of Directors the firm of independent auditors to be retained by the
Company; reviewing with the Company's independent auditors the scope and
results of their audits; reviewing with the independent auditors and
management the Company's accounting and reporting principles, policies and
practices; and reviewing with the Company's independent auditors the adequacy
of the Company's accounting, financial and operating controls. The
Compensation Committee, which met twice during 1999, has responsibility for
reviewing and approving the Company's executive compensation policies and
makes recommendations concerning the Company's employee benefit programs. The
Stock Option Committee administers the Company's Stock Option Plan. This
committee held three meetings during 1999.
The Board of Directors serves as a committee of the whole for purposes of
recommending candidates for election to the Board of Directors. In this
capacity, the Board held one meeting in fiscal year 1999. The Board will
consider nominees recommended by shareholders provided such recommendations
are in writing and received by the Company no later than May 3, 2000.
Recommendations should be addressed to: Corporate Secretary, Neogen
Corporation, 620 Lesher Place, Lansing, Michigan 48912.
6
Executive Compensation
The following table sets forth information regarding compensation paid or
accrued by the Company during the last three years for the Company's chief
executive officer and the only other executive officer (named "executive
officers") of the Company receiving annual cash compensation in excess of
$100,000.
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
All Other
Fiscal Options Compensation
Name and Principal Position Year Salary(1) Bonus Awarded (2)(3)
--------------------------- ------ ---------- ----- ------- -------------
<S> <C> <C> <C> <C> <C>
James L. Herbert, President, 1999 $162,376 $20,000 40,000 $4,555
Chief Executive Officer 1998 $153,163 $30,000 30,000 $3,852
1997 $148,092 $20,000 25,000 $2,229
Lon M. Bohannon, Vice President- 1999 $ 94,448 $16,000 17,000 $3,648
Administration & Chief Financial 1998 $ 89,459 $15,000 15,000 $2,649
Officer 1997 $ 84,612 $ 7,000 15,000 $1,785
<FN>
(1) Includes amounts contributed to the Company's 401(k) Retirement Savings
Plan by the named executive officer.
(2) Matching contributions paid to the Company's 401(k) Retirement Savings
Plan on behalf of the named executive officer.
(3) Under terms of a deferred compensation agreement, the current value
($267,982 at May 31, 1999) of an annuity owned by the Company is payable
to Mr. Herbert or his estate upon death, retirement or termination of
employment.
</TABLE>
The following table contains information concerning the grant of options
under the Company's Stock Option Plan to the named executive officers of the
Company during the year ended May 31, 1999. No stock appreciation rights
(SARS) were granted during such period.
<TABLE>
<CAPTION>
Individual Grants
----------------------------------------------------------------------------------
Potential Realized Value at
Assumed Annual Rates of
Percent of Total Stock Price Appreciation
Options Granted at End of Option Term
to Employees Exercise Price Expiration ---------------------------
Name Granted in Fiscal Year Per Share Date 5% 10%
---- ------- ---------------- -------------- ---------- -- ---
<S> <C> <C> <C> <C> <C> <C>
James L. Herbert 40,000 24.8% $7.19 08/03/08 $181,600 $458,400
Lon M. Bohannon 17,000 10.5% $7.19 08/03/03 $ 34,000 $ 74,630
<FN>
(1) Options were granted at fair market value and vest over three years in
equal annual installments commencing with the first anniversary of the
grant date.
(2) Options were granted at fair market value and vest over five years in
equal annual installments commencing with the first anniversary of the
grant date.
The following table sets forth information for the named executive officers
with respect to the value of options exercised during the year ended May 31,
1999 and the value of outstanding and unexercised options held as a May 31,
1999, based upon the market value of the Company's Common Stock of $7.000 per
share on that date. There were no SARS outstanding or exercised as of or for
the year ended May 31, 1999.
7
</TABLE>
<TABLE>
<CAPTION>
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END OPTION VALUES
Number of Unexercised Value of Unexercised
Options In-The-Money Options
Shares at May 31, 1999 at May 31, 1999 (2)
Acquired Value -------------------------- ---------------------------
Name on Exercise Realized (1) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
James L. Herbert 3,000 $14,430 62,808 87,192 $9,000 $6,000
Lon M. Bohannon 1,400 $6,734 15,800 43,400 $2,100 $1,400
<FN>
(1) Represents the difference between the market price of the Common Stock
and the exercise price of the options on the date of exercise multiplied
by the number of shares acquired upon exercise.
(2) Represents the difference between the closing market price of Common
Stock at May 31, 1999 of $7.000 per share and the exercise price per
share of in-the-money options multiplied by the number of shares which
could be acquired at May 31, 1999 upon the exercise of all in-the-money
options.
</TABLE>
Compensation of Directors
The Company does not pay director's fees to any director for attendance at
meetings of the Board or Standing Committees. All non-employee directors
receive automatic, non-qualified options to purchase 5,000 shares of Common
Stock of the Company when first elected to the Board of Directors and
non-qualified options to purchase 2,000 shares of Common Stock of the Company
upon subsequent annual election to the Board of Directors. The options expire
ten years after the date of grant and vest over three years in equal annual
installments commencing with the first anniversary of the date of grant. If
the Classified Board Proposal is approved, the Company's 1997 Stock Option
Plan will be amended to automatically grant non-employee directors
non-qualified options to purchase 5,000 shares of Common Stock when first
elected to the Board of Directors and non-qualified options to purchase 2,000
shares of Common Stock upon subsequent election to, or commencement of annual
service on, the Board of Directors. All directors are eligible to receive
reimbursement for all ordinary travel expenses related to attendance at Board
or committee meetings.
Compensation Committee Report on Executive Compensation
General. The Compensation Committee's overall compensation policy
applicable to the Company's executive officers is to provide a compensation
program that is intended to attract and retain qualified executives for the
Company and to provide them with incentives to achieve Company goals and
increase shareholder value. The Compensation Committee implements this policy
through establishing salaries and bonuses. The Compensation Committee's
current policy is not to provide significant pension or other retirement
benefits for the Company's employees.
Salaries. The Compensation Committee's policy is to provide
salaries that are generally similar to those of similar executive officers in
similar companies. The Compensation Committee determines comparable salaries
through discussions with candidates for such positions, Company research and
independent surveys concerning the salaries paid by similar companies.
Performance Bonuses. The payment of bonuses to executive officers
is directly related to their achievement of corporate and individual
performance goals established at the beginning of the year. The amount of the
bonus paid, if any, varies among the executive officers depending on their
success in achieving individual performance goals and on their contribution
to the achievement of corporate performance goals.
Stock Options. Stock options are awarded by the Stock Option
Committee of the Board of Directors. The Stock Option Committee's policy is
to award stock options to the Company's officers in amounts reflecting the
participant's position and ability to influence the Company's overall
performance. Options are intended to provide participants with an increased
incentive to make contributions to the long-term performance of growth of the
Company, to join the interests of participants with the interests of
shareholders of the Company and to attract the retain qualified employees.
The Stock Option Committee's policy has been to grant options with terms of
five to ten years to provide a long-term incentive and to fix the exercise
price of the options at the fair market value of the underlying shares on the
date of grant. As a result, such options will only have value if the price of
the underlying shares increases.
8
Fiscal 1999 Compensation Decisions Regarding James Herbert. The
compensation of James L. Herbert, President and Chief Executive Officer is
recommended by the Compensation Committee to the Board of Directors based on
the Committee's knowledge of the level necessary to enable the Company to
remain competitive and retain top management.
In addition, Mr. Herbert's compensation is based on the Committee's
subjective assessment of his progress toward achieving Company goals and
objectives pertaining to the development and marketing of products dedicated
to food and animal safety. Particular consideration is given to overall
growth in sales and operating profit for the Company's most recent fiscal
year and progress toward enhancing long-term shareholder value.
Incentive compensation payments to Mr. Herbert are made partially in the form
of cash intended to reward Mr. Herbert for achievement of individual and
corporate objectives, partially in the form of stock options, intended to
provide Mr. Herbert with increased incentive to focus on long-term
performance growth of the Company that will enhance shareholder value, and
partially in the form of contributions to an annuity owned by the Company and
payable to Mr. Herbert or his estate upon death, retirement or termination of
employment.
Mr. Herbert did not participate in the approval of his own compensation, but
did participate in discussion of the Company's performance for fiscal 1999
and the determination of bonuses for other executive officers of the Company.
By the Compensation Committee
Herbert D. Doan (Chairman)
Jack C. Parnell
Thomas H. Reed
9
Stock Performance Graph
The following line graph compares for the fiscal years ended May 31, 1995,
1996, 1997, 1998, and 1999 (i) the yearly cumulative total shareholder return
on the Company's common stock with (ii) the cumulative total return of the
Russell 2000 Index and with (iii) a Peer Group Index. The Peer Group consists
of Strategic Diagnostics Corporation, Idexx Laboratories, Inc., Synbiotics
Corporation, Destron Fearing Corporation, MEDTOX Scientific, Inc., Diagnostic
Products Corporation, ImmuCell Corporation, Hemagen Diagnostics, Inc., and
Embrex, Inc.
[performance graph omitted]
1994 1995 1996 1997 1998 1999
---- ---- ---- ---- ---- ----
Neogen Corporation $100 $ 98 $112 $ 98 $123 $ 98
Peer Group $100 $162 $153 $ 97 $ 96 $ 88
Russell 2000 Index $100 $108 $145 $153 $183 $176
Compliance with Section 16(a) of the Securities Exchange Act of 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent
of a registered class of the Company's equity securities, to file with the
Securities and Exchange Commission ("SEC") initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities
of the Company. Officers, directors and greater than ten-percent shareholders
are required by SEC regulation to furnish the Company with copies of all
Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to
its officers, directors and greater than ten percent beneficial owners were
complied with during the two fiscal years ended May 31, 1999 except that one
report covering one transaction in fiscal year 1999 was filed late by Gerald
S. Traynor, a Company Vice President. As of the date hereof the Company is
not aware of any failure to file a required report.
10
ANTI-TAKEOVER AMENDMENTS
The Board of Directors has considered and recommends amending the Company's
Articles of Incorporation and By-Laws to include various anti-takeover
provisions. The proposed package of defensive amendments includes classifying
the Board of Directors into three classes serving staggered terms and
permitting the involuntary removal of directors for good cause only;
permitting shareholder action in lieu of meeting only by unanimous written
consent; and requiring advanced notice for shareholder proposals. The Board
of Directors is not aware of any specific attempt to acquire a controlling
block of shares or to otherwise obtain control of the Company.
The Board of Directors recommends the adoption of these provisions as a means
to enhance the continuity and stability of the Company's management by making
it more difficult and time-consuming for a third party to gain control of the
Company's Board of Directors. Management of the Company and the Board of
Directors believes that these amendments will provide the Company's
management with the means and opportunity to defend shareholder interests.
The proposed amendments may make it more difficult or discourage an
unsolicited tender offer, proxy contest or assumption of control by a holder
of a large block of the Common Stock of the Company and the removal of
incumbent management, even in the event that any of these transactions are
favored by the shareholders of the Company.
PROPOSAL 2
THE CLASSIFIED BOARD PROPOSAL
General
Currently, the election and removal of directors is governed by the Company's
By-laws and the provisions of the Michigan Business Corporation Act ("MBCA").
The By-Laws provide that each director is elected at the annual meeting of
shareholders and holds office until his successor is elected and qualified or
until his resignation or renewal. Additionally, a director may be removed
with or without cause by a majority vote of the shareholders at a meeting
called for such purpose. Under the Company's current By-Laws and the MBCA,
only one meeting of shareholders would be required to effect a change in the
majority or all of the Company's Board of Directors.
Proposed Amendments
The Board recommends that shareholders consider and approve a proposal to
amend the Company's By-Laws to provide for the classification of the Board of
Directors into three classes and to amend the Company's Articles of
Incorporation to permit the shareholders of the Company to remove a Director
before his or her term expires only if the removal is for cause. Each class
of Directors will be as nearly equal in number to the others as possible.
Under the Classified Board Proposal, each class of the Board of Directors
will serve a three-year term, with one class elected each year.
The Board believes that the staggered three year terms of a classified Board
of Directors will help to assure the continuity and stability of the
Company's policies. At any given time, two of the three classes of Directors
will have had prior experience as directors of the Company. In addition, the
shareholders will only be able to remove a director for cause.
Considerations in Support of the Proposal
The overall effect of the Classified Board Proposal would be to make more
difficult any hostile attempt to take control of the Company through a proxy
contest. In order to change the membership of a majority of the Board of
Directors, at least two years would be required. This would encourage persons
seeking to acquire control of the Company to engage in good faith,
arm's-length negotiations with the Board of Directors. The Company also
believes that (i) ensuring continuity of service among the Board members and
three-year commitments for Board service is desirable, (ii) the proposed
amendments would facilitate the Company's attracting and retaining qualified
members of the Board of Directors and (iii) the proposed amendments would
facilitate hiring and retaining competent management personnel by increasing
the likelihood of a stable employment environment.
11
Other Considerations
The proposed amendments would make more difficult the removal of current
management and the Board of Directors. The classification provision will
apply to every election of directors, whether or not a change in a majority
of the Board of Directors might arguably be beneficial to the Company and its
shareholders and whether or not shareholders holding a majority of the then
outstanding shares of Common Stock believe that such a change might be
desirable.
The Classified Board Proposal could have the effect of deterring certain
third parties from initiating proxy contests or from acquiring substantial
blocks of the Company's Common Stock. Such proxy contests and acquisitions of
substantial blocks of Common Stocks tend to increase, at least temporarily,
market prices for the Company's stock. Consequently, if the Classified Board
Proposal is approved, shareholders of the Company could be deprived of
temporary opportunities to sell their shares at higher market prices.
Moreover, by possibly deterring proxy contests of acquisitions of substantial
blocks of Common Stock, the Classified Board Proposal might have the
incidental effect of inhibiting certain changes in incumbent management, some
or all of whom may be replaced in the course of a change in control.
Because directors will be directly affected by the Classified Board Proposal,
they may be deemed to have an interest in its outcome.
Vote Required
The Classified Proposal requires for its passage the affirmative vote of
shareholders holding a majority of the outstanding shares of Common Stock.
The Board of Directors unanimously recommends a vote FOR approval of the
Classified Board Proposal.
Although the Company believes that the material provisions of the amendments
to the Company's Articles of Incorporation and By-Laws are set forth above,
reference should be made to the text of the amendments, copies of which are
attached to this Proxy Statement as Exhibit A and Exhibit B, respectively.
PROPOSAL 3
THE SHAREHOLDER CONSENT AND ADVANCED NOTICE PROPOSAL
General
Under the Company's current Articles of Incorporation and By-Laws,
shareholders are permitted to take action which would otherwise be required
or permitted at a shareholders' meeting without prior notice, without a
meeting, and without a vote. In order to take action in such a way, a
majority of the shareholders entitled to vote on the action must consent in
writing. Under this operation, a person who holds or controls a large block
of Common Stock could take shareholder action unilaterally.
In addition, the By-Laws of the Company do not specify what business may be
conducted at a meeting of Company's shareholders. Therefore, any business may
be conducted that is specified in the notice of such meeting or that is
properly brought before such meeting. Presently, a determination as to
whether business which is not specified in the notice of meeting is properly
brought before a meeting would generally be made by the chairman of the
meeting at the time any such business is presented. Under the current
By-Laws, a shareholder could nominate any person for election as a director,
or introduce any business, without prior notice to the Board of Directors or
the other shareholders, at any meeting of the Company's shareholders.
12
Proposed Amendments
The Board of Directors also proposes an amendment to the Company's Articles
of Incorporation and By-Laws which would allow the Company's shareholders to
act by written consent in lieu of a meeting only if the shareholders approve
the action unanimously.
The Board of Directors proposes an amendment to the Company's By-Laws to add
a provision which provides that with respect to an annual meeting of
shareholders, nominations of persons for election to the Company's Board of
Directors and the proposal of business to be considered by shareholders may
be made only (i) pursuant to the Company's notice of the meeting, (ii) by the
Company's Board of Directors or (iii) by a shareholder who was a shareholder
of record both at the time of giving notice and at the time of the annual
meeting, who is entitled to vote at the meeting and has complied with the
advanced notice procedures set forth in the next sentence. For nominations or
other business to be properly brought before an annual meeting by a
shareholder pursuant to clause (iii) of the preceding sentence, the
shareholder must have given timely notice thereof in writing to the Secretary
of the Company and such other business must otherwise be a proper matter for
action by shareholders. To be timely, a shareholder's notice shall be
delivered to the Secretary of the Company at the principal executive offices
of the Company not later than the close of business on the 60th day nor
earlier than the close of business on the 90th day prior to the first
anniversary of the preceding year's annual meeting; provided, however, that
in the event that the date of the annual meeting is advanced by more than 30
days or delayed by more than 60 days from such anniversary date or if the
Company has not previously held an annual meeting, notice by the shareholder
to be timely must be so delivered not earlier than the close of business on
the later of the 60th day prior to such annual meeting or the tenth day
following the day on which public announcement of the date of such meeting is
first made by the Company. The By-Laws also set forth the requirements as to
the content of the shareholders' notice.
The proposed amendment to the By-Laws also provides that with respect to
special meetings of the shareholders, only the business specified in the
Company's notice of meeting may be brought before the meeting of shareholders
and nominations of persons for election to the Company's Board of Directors
may be made only (i) pursuant to the Company's notice of the meeting, (ii) by
the Company's Board of Directors or (iii) provided that the Company's Board
of Directors has determined that directors shall be elected at such meeting,
by a shareholder who was a shareholder of record both at the time of giving
notice of the meeting and the time of special meeting, who is entitled to
vote at the meeting and has complied with the advance notice provisions which
are summarized in the next sentence. In the event the Company calls a special
meeting of shareholders for the purpose of electing one or more directors to
the Board of Directors, any such shareholder may nominate a person or persons
(as the case may be) for election to such position as specified in the
Company's notice of meeting, if the shareholder's notice containing the
information required by the By-Laws is delivered to the Secretary at the
principal executive offices of the Company not earlier than the close of
business on the 90th day prior to such special meeting and not later than the
close of business on the later of the 60th day prior to such special meeting
and not later than the close of business on the later of the 60th day prior
to such special meeting or the tenth day following the day on which public
announcement is first made of the date of the special meeting and of the
nominees proposed by the directors to be elected at such meeting.
The determination as to whether the notice provisions have been met will be
made by the presiding officer at the annual meeting. This amendment does not
give the Board of Directors any power to approve or disapprove the business
that shareholders desire to be conducted at the meeting.
Considerations in Support of the Proposal
The proposed amendment concerning the ability of the shareholders to act by
consent would prevent a takeover bidder who holds or controls a large block
of the Common Stock of the Company from using the written consent procedure
to take shareholder action unilaterally. It is intended to prevent
shareholders from soliciting consents in order to effect changes without
giving all of the Company's shareholders who are entitled to vote on a
proposed action an adequate opportunity to participate in the action or at
the meeting where such proposed action is considered. This amendment will
ensure that all shareholders will have notice of any attempted major
corporate action by shareholders. Shareholders will have an equal opportunity
to participate in the written consent at a meeting where such action is being
considered. It should reduce the possibility of disputes or confusion
regarding the validity of purposed shareholder action.
13
The proposed amendment to the Company's By-Laws to establish advanced notice
procedures for shareholders to bring matters before an annual or special
meeting of the shareholders, including the nominations of directors, will
permit the Board of Directors to plan the shareholder meetings more
efficiently. Advanced notice will better enable the Board of Directors to
inform the shareholders, prior to the meeting, of any new business that will
be presented at the meeting. The Board of Directors will also be able to make
a recommendation or to state its position. By doing so, shareholders will be
better able to determine whether they desire to attend the meeting or to
grant the Board of Directors a proxy as to the disposition of such business.
Additionally, the proposed notice procedure will discourage belated attempts
by third parties to begin ill-considered, disruptive discussions at
shareholders' meetings.
The Board of Directors believes that advanced notice of Board nominations by
shareholders provides the Company with an opportunity to consider the
qualifications of the proposed nominees. The Board of Directors considers
this opportunity advantageous to the Company and its shareholders, as opposed
to being confronted with a surprise nomination at or shortly before a meeting
of shareholders at which director nominees are to be considered. Advanced
notice also provides an opportunity for the Board of Directors to inform
shareholders about these nominee qualifications. The proposal may also
discourage or deter a shareholder from conducting a solicitation of proxies
in order to elect its own directors or otherwise attempting to obtain control
of the Company if that shareholder does not desire to provide the advance
notice required.
Other Considerations
The Board of Directors does not believe that simply eliminating majority
shareholder action by written consent will create a significant impediment to
a tender offer or other effort to take control of the Company. Nevertheless,
this amendment to the Company's Articles of Incorporation and By-Laws may
make more difficult, or delay, certain actions by a person or group acquiring
a substantial percentage of the Common Stock of the Company. This proposal
would apply, however, even though such actions might be desired by, or
beneficial to, the holders of a majority of the Common Stock of the Company.
The proposed notice procedure may limit to some degree the ability of
shareholders to initiate discussion at a shareholders' meeting. It will also
preclude the conducting of business at a particular meeting if the proper
notice procedures have not been followed. Nothing in the proposed amendment
precludes discussion by any shareholder of any business properly brought
before a shareholders' meeting. This notice requirement may preclude the
nomination of a person for election to the Board of Directors at a particular
meeting if the proper procedures are not followed.
Vote Required
The Shareholder Consent and Advanced Notice Proposal requires for its passage
the affirmative vote of shareholders holding a majority of the outstanding
shares of Common Stock. The Board of Directors unanimously recommends a vote
FOR approval of the Shareholder Consent and Advanced Notice Proposal.
Although the Company believes that the material provisions of the amendment
to the Company's Articles of Incorporation and By-Laws are set forth above,
reference should be made to the text of the amendments, copies of which are
attached to this Proxy Statement as Exhibit C and Exhibit D, respectively.
14
PROPOSAL 4
PROPOSED AMENDMENT TO ARTICLES OF INCORPORATION TO INCREASE
AUTHORIZED COMMON STOCK AND CREATE A SERIES OF PREFERRED STOCK
Article III of the Company's Articles of Incorporation presently provides for
an authorized capitalization of the Company of 10,000,000 shares of Common
Stock, $0.16 par value per share.
As of August 9, 1999, 5,929,279 shares of Common Stock were issued and
outstanding, with 853,000 additional shares of Common Stock reserved for
issuance upon exercise of outstanding stock options and warrants and stock
options available for grant under the Company's Option Plans.
The Board of Directors of the Company has proposed an amendment to Article
III of the Company's Articles of Incorporation to increase, from 10,000,000
to 20,000,000, the number of authorized shares of Common Stock and create a
series of preferred stock consisting of 100,000 shares with a par value of
$1.00 per share. A copy of Article III showing the proposed amendment is set
forth in Exhibit E.
The approval of this proposal to amend the Company's Articles of
Incorporation to increase the number of authorized shares of Common Stock and
create a series of preferred stock requires the affirmative vote of the
holders, as of the Record Date, of the majority of the outstanding shares of
Common Stock.
If the proposal is approved by the shareholders of the Company, the
additional 10,000,000 shares of Common Stock and 100,000 shares of preferred
stock so authorized will be available for issuance by the Board of Directors
of the Company for stock splits or stock dividends, acquisitions, raising
additional capital, stock options or other corporate purposes. The Company
does not anticipate that it would seek authorization from the shareholders
for issuance of such additional shares unless required by applicable law or
regulation.
Any additional Common Shares, when issued, would have the same rights and
preferences as the shares of Common Stock presently outstanding. There are no
preemptive rights available to shareholders in connection with the issuance
of any such shares. Any additional preferred shares, when issued, may have
voting powers, may be redeemable or entitled to receive dividends, may have
certain rights upon dissolution of the Company, may be convertible into other
classes of stock of the Company and have other special rights, preferences,
qualifications, limitations or restrictions as determined and approved by the
Company's Board of Directors.
One of the effects of the amendment, if adopted, may be to enable the Board
to render it more difficult to, or discourage an attempt to, obtain control
of the Company by means of a merger, tender offer, proxy contest or
otherwise, and thereby protect the continuity of present management. The
Board would, unless prohibited by applicable law, have additional shares of
Common Stock and preferred stock available to effect transactions in which
the number of the Company's outstanding shares would be increased and would
thereby dilute the interest of any party attempting to gain control of the
Company. Such action, however, could discourage an acquisition of the Company
which shareholders might view as desirable. In addition, since the Company's
shareholders have no preemptive rights to purchase additional shares of
Common Stock or preferred stock issued, the issuance of such shares could
dilute the interests of current shareholders of the Company.
The Board of Directors unanimously recommends a vote FOR the approval of the
Amendment to Article III of the Company's Articles of Incorporation.
OTHER MATTERS
Independent Public Accountant
BDO Seidman L.L.P. is the independent auditor for the Company and its
subsidiaries and has reported on the consolidated financial statements
included in the Annual Report of the Company which accompanies this proxy
statement. The Company's independent auditor is appointed by the Board of
Directors. The Board of Directors has reappointed BDO Seidman L.L.P. as
independent auditor for the fiscal year ending May 31, 2000.
Representatives of BDO Seidman L.L.P. are expected to be present at the
Annual Meeting of Shareholders and will be available to respond to
appropriate questions and will have an opportunity to make a statement at the
meeting if they desire to do so.
15
Other Proposals
Neither the Company nor its Board of Directors intends to bring before the
Annual Meeting any matters other than those set forth in the Notice of Annual
Meeting, and they have no present knowledge that any other matters will be
presented for action at the Meeting by others. However, if any other matters
properly come before such Meeting, it is the intention of the persons named
in the enclosed form of proxy to vote in accordance with their best
judgement.
Neogen Corporation will furnish a copy of its Annual Report on Form 10-K for
the year ended May 31, 1999, without exhibits, without charge to each person
who forwards a written request including representation that he/she was a
shareholder on August 9, 1999 to: Corporate Secretary, Neogen Corporation,
620 Lesher Place, Lansing, Michigan 48912.
By order of the Board of Directors
/s/ G. Bruce Papesh
G. Bruce Papesh
Secretary
Dated: August 31, 1999
Exhibit A
CLASSIFIED BOARD AMENDMENT
The number of directors which shall constitute the whole board shall not be
less than five (5) nor more than nine (9). Within these limits, the number of
directors shall be determined from time to time by resolution of the Board of
Directors. In lieu of electing the whole number of directors annually, the
directors shall be divided into three classes designated as Class I, Class
II, and Class III, each class to be as nearly equal in number as possible.
The term of office of the Class I directors shall expire at the first annual
meeting of the shareholders after the date on which this provision of the
By-Laws first becomes effective. The term of office of the Class II directors
shall expire at the second annual meeting of shareholders after the date on
which this provision of the By-Laws first becomes effective. The term of
office of the Class III directors shall expire at the end of the third annual
meeting after this provision of the By-Laws first becomes effective. After
such classification, each class of directors shall serve a term of three (3)
years. The class of directors whose term expires at the time of the
shareholder's meeting for a given year shall be elected to hold office until
the third succeeding annual meeting. Notwithstanding any of the foregoing,
each director shall serve until his or her successor is elected and has
qualified or until the director's death, retirement, resignation or removal.
Should a vacancy occur or be created, any director elected or appointed to
fill such vacancy shall serve for the full term of the class in which the
vacancy occurs or is created. If the number of directors is changed, any
increase or decrease in the number of directors shall be apportioned among
the classes so directors in each class remains as nearly equal in number
as possible.
Exhibit B
FOR CAUSE DIRECTOR REMOVAL AMENDMENT
A director or the entire Board of Directors may be removed only for cause.
Exhibit C
SHAREHOLDER WRITTEN CONSENT AMENDMENT
Any action required or permitted to be taken at a meeting of shareholders may
be taken without a meeting if a consent in writing, setting forth such
action, is signed by each shareholder entitled to vote on the matter and any
other shareholder entitled to notice of a meeting (but not to vote thereat)
has waived in writing any right to dissent from such action, and such consent
and waiver are filed with the minutes of proceedings of the shareholders.
Exhibit D
ADVANCED NOTICE AMENDMENT
(a) Annual Meetings of Shareholders. (1) Nominations of persons
for election to the Board of Directors and the proposal of business to
be considered by the shareholders may be made at an annual meeting of
shareholders (i) pursuant to the Company's notice of meeting, (ii) by
or at the direction of the directors or (iii) by any shareholder of the
Company who was a shareholder of record both at the time of giving a
notice provided for in this Section and at the time of the annual
meeting, who is entitled to vote at the meeting and who complied with
the notice procedures set forth in this Section.
(2) For nominations or other business to be properly brought
before an annual meeting by a shareholder pursuant to clause (iii) of
paragraph (a) (1) of this Section, the shareholder must have given
timely notice thereof in writing to the Secretary of the Company and
such other business must otherwise be a proper matter for action by
shareholders. To be timely, a shareholder's notice shall be delivered
to the Secretary at the principal executive offices of the Company not
later than the close of business on the 60th day nor earlier than the
close of business on the 90th day prior to the first anniversary of the
preceding year's annual meeting; provided, however, that in the event
that the date of the annual meeting is advanced by more than 30 days or
delayed by more than 60 days from such anniversary date or if the
Company has not previously held an annual meeting, notice by the
shareholder to be timely must be so delivered not earlier than the
close of business on the 90th day prior to such annual meeting and not
later than the close of business on the later of the 60th day prior to
such annual meeting or the tenth day following the day on which public
announcement of the date of such meeting is first made by the Company.
In no event shall the public announcement of a postponement or
adjournment of an annual meeting to a later date or time commence a new
time period for the giving of a shareholder's notice as described
above. Such shareholder's notice shall set forth (i) as to each person
whom the shareholder proposes to nominate for election or reelection as
a director all information relating to such person that is required to
be disclosed in solicitation of proxies for election of directors, or
is otherwise required in each case pursuant to Regulation 14A under the
Securities Exchange Act of 1934, as amended (the "Exchange Act")
(including such person's written consent to being named in the proxy
17
statement as a nominee and to serving as a director) if elected; (ii)
as to any other business that the shareholder proposes to bring before
the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting such business at the
meeting and any material interest in such business of such shareholder
and of the beneficial owner, if any, on whose behalf the proposal is
made; and (iii) as to the shareholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is
made, (x) the name and address of such shareholder, as they appear on
the Company's books, and of such beneficial owner and (y) the number of
each class of shares of the Company which are owned beneficially and of
record by such shareholder and such beneficial owner.
(3) Notwithstanding anything in the second sentence of paragraph
(a) (2) of this Section to the contrary, in the event that the number
of directors to be elected to the Board of Directors is increased and
there is no public announcement by the Company naming all of the
nominees for director or specifying the size of the increased Board of
Directors at least 70 days prior to the first anniversary of the
preceding year's annual meeting, a shareholder's notice required by
this Section shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to the Secretary at the principal executive offices of the
Company not later than the close of business on the tenth day following
the day on which such public announcement is first made by the Company.
(b) Special Meeting of Shareholders. Only such business shall be
conducted at a special meeting of shareholders as shall have been
brought before the meeting pursuant to the Company's notice of meeting.
Nominations of persons for election to the Board of Directors may be
made at a special meeting of shareholders at which directors are to be
elected (i) pursuant to the Company's notice of meeting (ii) by or at
the direction of the Board of Directors or (iii) provided that the
Board of Directors has determined that directors shall be elected at
such special meeting, by any shareholder of the Company who was a
shareholder of record both at the time of giving of notice provided for
in this Section and at the time of the special meeting, who is entitled
to vote at the meeting and who complied with the notice procedures set
forth in this Section. In the event the Company calls a special meeting
of shareholders for the purpose of electing one or more directors to
the Board of Directors, any such shareholder may nominate a person or
persons (as the case may be) for election to such position as specified
in the Company's notice of meeting, if the shareholder's notice
containing the information required by paragraph (a) (2) of this
Section shall be delivered to the Secretary at the principal executive
offices of the Company not earlier than the close of business on the
90th day prior to such special meeting and not later than the close of
business on the later of the 60th day prior to such special meeting or
the tenth day following the day on which public announcement is first
made of the date of the special meeting and of the nominees proposed by
the directors to be elected at such meeting. In no event shall the
public announcement of the postponement or adjournment of a special
meeting to a later date or time commence a new time period for the
giving of a shareholder's notice as described above.
(c) General. (1) Only such persons who are nominated in accordance
with the procedures set forth in this Section shall be eligible to
serve as directors and only such business shall be conducted at a
meeting of shareholders as shall have been brought before the meeting
in accordance with the procedures set forth in this Section. The
presiding officer of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought
before the meeting was made in accordance with the procedures set forth
this Section and, if any proposed nomination or business is not in
compliance with this Section, to declare that such defective nomination
or proposal be disregarded.
(2) For purpose of this Section, "public announcement" shall mean
disclosure in a press release reported by the Dow Jones News Service,
Associated Press or comparable news service or in a document publicly
filed by the Company with the Securities and Exchange Commission
pursuant to Section 13, 14 or 15(d) of the Exchange Act.
(3) Notwithstanding the foregoing provisions of this Section, a
shareholder shall also comply with all applicable requirements of state
law and of the Exchange Act and the rules and regulations thereunder
with respect to the matters set forth in this Section. Nothing in this
Section shall be deemed to affect any rights of shareholders to request
inclusion of proposals in the Company's proxy statement pursuant to
Rule 14a-8 under the Exchange Act.
18
Exhibit E
AMENDMENT TO ARTICLE III
OF THE ARTICLES OF INCORPORATION
OF NEOGEN CORPORATION
ARTICLE III
1. The total authorized capital is:
Common Shares: 20,000,000 Par Value: $0.16
Preferred Shares: 100,000 Par Value: $1.00
2. A statement of all or any of the relative rights, preferences and
limitations of each class is as follows:
The Preferred Stock shall be issued from time to time in one or more
series of such number of shares with such distinctive serial
designations and (a) may have such voting powers; (b) may be subject to
redemption at such time or times and at such prices; (c) may be
entitled to receive dividends (which may be cumulative or
non-cumulative) at such rate or rates, on such conditions, and at such
times, and payable in preference to, or in such relation to, the
dividends payable on any other class or classes or series of stock; (d)
may have such rights upon the dissolution of or upon any distribution
of the assets of, the Company; (e) may be made convertible into, or
exchangeable for, shares of any other class or classes or of any other
series of the same or any other class or classes of stock of the
Company, at such price or prices or at such rates of exchange, and with
such adjustments; and (f) may have such other relative participation,
optional or other special rights, preferences, qualifications,
limitations, or restrictions thereof, all as shall hereafter be stated
and expressed in the resolution or resolutions providing for the issue
of each such series of Preferred Stock from time to time adopted by the
Board of Directors pursuant to the authority so to do which is hereby
expressly vested in the Board of Directors.
[ PROXY CARD ]
PROXY - NEOGEN CORPORATION
Annual Meeting of Shareholders - October 7, 1999
The undersigned hereby appoints G. Bruce Papesh and James L. Herbert, and
each of them with full power to appoint his substitute, attorneys and proxies
to represent the shareholder and to vote and act with respect to all shares
that the shareholder would be entitled to vote on all matters which come
before the annual meeting of shareholders of Neogen Corporation referred to
above and at any adjournment of that meeting.
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. IF THIS PROXY IS
PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS
SPECIFIED. IF NO SPECIFICATIONS ARE MADE, THE SHARES WILL BE VOTED FOR EACH
OF THE PROPOSALS ON THIS PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED IN THE DISCRETION OF THE PROXY HOLDERS ON ANY OTHER MATTER, INCLUDING
SUBSTITUTION OF DIRECTOR NOMINEES, WHICH MAY COME BEFORE THE MEETING.
(Continued and to be signed on the reverse side.)
SEE REVERSE
SIDE
/ X / Please mark your votes as in this example.
FOR WITHHELD
1. ELECTION OF
DIRECTORS / / / /
To withhold authority to vote for any individual nominee(s) write his or
their names in the following space: ____________________________________
Nominees: Herbert D. Doan, James L. Herbert, G. Bruce Papesh, Gordon E.
Thomas Guyer, Robert M. Book, Leonard E. Heller, Jack C.
Parnell, Thomas H. Reed, and Lon M. Bohannon
FOR AGAINST ABSTAIN
2. Proposal to provide for a classified
Board of Directors with staggered terms
and removal of a director for cause only.
/ / / / / /
FOR AGAINST ABSTAIN
3. Proposal providing for shareholder action
at a duly called meeting or by unanimous
consent only and to require a shareholder
to disclose certain information in advance
of a shareholder meeting.
/ / / / / /
FOR AGAINST ABSTAIN
4. Proposal to increase authorized shares of
$0.16 par value Common Stock from 10,000,000
to 20,000,000 shares and create a series of
preferred stock consisting of 100,000 shares,
$1.00 par value.
/ / / / / /
SIGNATURE(S) _________________________________ DATE ____________ , 1999
NOTE: Please sign exactly as your name appears on this proxy. If signed for
estates, trusts, or corporations, title or capacity should be stated.
If shares are held jointly, each holder should sign.
