Neogen (NEOG) Proxy filing summary

Executive summary

• Fiscal year 2026 marked a turnaround with improved execution, accelerating growth, expanding margins, and restored momentum, despite a 3% GAAP revenue decline but 2% core revenue growth across the enterprise.

• Food Safety segment saw its highest core growth in three years, with Q4 revenue up 3% and core growth of 6%.

• Operational improvements included a 24% inventory reduction, 40% increase in on-time delivery, and net leverage reduced to under 3.5x.

• Strategic priorities for 2027 include building a world-class commercial engine, accelerating innovation with a 50% R&D spending increase, and driving operational excellence.

• Investments in digital capabilities and e-commerce are expected to support further revenue growth, with online orders representing 40% of Food Safety revenue.

Voting matters and shareholder proposals

• Shareholders will vote on: election of three Class III directors for three-year terms, advisory approval of executive compensation, ratification of BDO USA P.C. as auditor for FY2027, approval of the Amended and Restated Omnibus Incentive Plan, and an amendment to the Employee Stock Purchase Plan to increase available shares.

• The Board recommends voting FOR all proposals.

• Voting is available online, by phone, mail, or during the virtual meeting; record date is August 4, 2026.

Board of directors and corporate governance

• Board consists of nine directors, classified into three classes; all but the CEO are independent per Nasdaq rules.

• Four standing committees: Audit, Compensation and Talent Management, Governance and Sustainability, and Science, Technology & Innovation.

• Board and committee attendance exceeded 80% in FY2026; independent directors meet quarterly in executive session.

• Governance Committee oversees board composition, succession, risk management, and ESG matters, including cybersecurity.

• Board diversity, experience, and skills are regularly reviewed; no related party transactions or family relationships among directors and executives.