Bio-Rad Laboratories (BIO) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for April 22, 2025, with voting on director elections, auditor ratification, and a shareholder proposal on executive severance arrangements.

• Holders of Class A and Class B Common Stock as of February 24, 2025, are eligible to vote, with different voting rights per class.

• Proxy materials include the proxy statement, annual report, and proxy cards, with voting available by mail, internet, phone, or in person.

Voting matters and shareholder proposals

• Six directors are up for election: two by Class A and four by Class B shareholders.

• Proposal to ratify KPMG LLP as independent auditors for 2025.

• Shareholder proposal requests approval for executive severance arrangements exceeding 2.99x salary plus target bonus; board recommends voting against.

• Board recommends voting for all director nominees, for auditor ratification, and against the shareholder proposal.

Board of directors and corporate governance

• Board consists of six members, with four independent directors and two non-independent.

• The company is a “controlled company” under NYSE rules due to the Schwartz family’s majority voting power.

• Board committees include Audit, Compensation, and Legal & Regulatory Compliance; no nominating committee due to controlled status.

• Lead Independent Director role is held by Gregory K. Hinckley.

• Board held ten meetings in 2024, with all directors attending at least 75% of meetings.