0000842023-13-000027.txt : 20131101 0000842023-13-000027.hdr.sgml : 20131101 20131101104805 ACCESSION NUMBER: 0000842023-13-000027 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131031 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131101 DATE AS OF CHANGE: 20131101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECHNE CORP /MN/ CENTRAL INDEX KEY: 0000842023 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 411427402 STATE OF INCORPORATION: MN FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-17272 FILM NUMBER: 131184727 BUSINESS ADDRESS: STREET 1: 614 MCKINLEY PL N E CITY: MINNEAPOLIS STATE: MN ZIP: 55413 BUSINESS PHONE: 6123798854 MAIL ADDRESS: STREET 1: 614 MCKINLEY PLACE NE CITY: MINNEAPOLIS STATE: MN ZIP: 55413 8-K 1 k8vote2013.txt 8-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): October 31, 2013 TECHNE CORPORATION (Exact Name of Registrant as Specified in Charter) Minnesota (State or Other Jurisdiction of Incorporation) 0-17272 41-1427402 (Commission File Number) (I.R.S. Employer Identification No.) 614 McKinley Place NE Minneapolis, MN 55413 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (612) 379-8854 Not Applicable (Former Name or Former Address, if changed since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions: __ Written communications pursuant to Rule 425 under the Securities Act 17 CFR 230.425) __ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) __ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) __ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 5.07 Submission of Matters to a Vote of Security Holders The Company held its Annual Meeting of Shareholders (the "Annual Meeting") on October 31, 2013 at the Company's headquarters in Minneapolis, Minnesota. At the meeting, 33,541,120 shares were represented in person or by proxy, which constituted a quorum. The voting results at the Annual Meeting were as set forth below. Proposal No. 1 - The shareholders elected each of the nominees to the Board of Directors: For Against Abstain Broker Non-Vote ---------- --------- ------- --------------- Charles R. Kummeth 30,554,045 1,139,513 45,850 1,801,712 Robert V. Baumgartner 26,888,059 4,845,862 5,487 1,801,712 Roger C. Lucas, Ph.D. 30,674,620 1,024,316 40,472 1,801,712 Howard V. O'Connell 26,730,425 4,967,034 41,949 1,801,712 Randolph C. Steer, M.D., Ph.D. 26,638,705 5,091,189 9,514 1,801,712 Charles A. Dinarello, M.D. 30,641,558 1,089,814 8,036 1,801,712 Karen A. Holbrook, Ph.D. 30,616,101 1,118,233 5,074 1,801,712 John L. Higgins 26,690,246 5,041,949 7,213 1,801,712 Roeland Nusse, Ph.D. 30,461,632 1,233,166 44,610 1,801,712 Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation. Proposal No. 2 - The shareholders voted to set the number of directors at nine: For Against Abstain Broker Non-Vote ---------- --------- ------- --------------- 33,390,219 64,393 86,508 0 Proposal No. 3 - The shareholders adopted a non-binding resolution approving the compensation of the Company's named executive officers, as described in the Company's Proxy Statement for the Annual Meeting: For Against Abstain Broker Non-Vote ---------- --------- ------- --------------- 31,024,888 659,721 54,799 1,801,712 Proposal No. 4 - The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2012. For Against Abstain Broker Non-Vote ---------- --------- ------- --------------- 32,763,649 721,016 56,455 0 Item 8.01 Other Events Announcement of Cash Dividend On October 31, 2013, the Company issued a press release announcing the payment of a cash dividend. The full text of the press release is set forth in Exhibit 99.1 attached hereto and is incorporated by reference as if fully set forth herein. Item 9.01 Financial Statements and Exhibits. (a) Financial statements: None (b) Pro forma financial information: None (c) Shell Company Transactions: None (d) Exhibits: 99.1 Press Release, dated October 31, 2013 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. Dated: November 1, 2013 TECHNE CORPORATION /s/ Charles R. Kummeth ------------------------ Charles R. Kummeth President and Chief Executive Officer SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 TECHNE CORPORATION EXHIBIT INDEX TO FORM 8-K Date of Report: Commission File No.: October 31, 2013 0-17272 Exhibit No. ITEM ---------- ------- 99.1 Press Release, dated October 31, 2013 EX-99.1 2 releasenov13dividend.txt PRESS RELEASE DATED OCTOBER 31, 2013 TECHNE CORPORATION DECLARES DIVIDEND Minneapolis/October 31, 2013/ -- Techne Corporation (NASDAQ:TECH) announced that its Board of Directors has decided to pay a dividend of $0.31 per share for the quarter ended September 30, 2013. The quarterly dividend will be payable November 25, 2013 to all common shareholders of record on November 12, 2013. Future cash dividends will be considered by the Board of Directors on a quarterly basis. * * * * * * * * * * * * * * Techne Corporation and Subsidiaries (the Company) are engaged in the development, manufacture and sale of biotechnology products and clinical diagnostic controls. These activities are conducted through the Company's two operating subsidiaries: Research and Diagnostic Systems, Inc. (R&D Systems) of Minneapolis, Minnesota and R&D Systems Europe, Ltd. (R&D Europe) of Abingdon, England. R&D Systems is a specialty manufacturer of biological products. R&D Systems has four subsidiaries: BiosPacific, Inc. (BiosPacific), located in Emeryville, California, Boston Biochem, Inc., located in Cambridge, Massachusetts, Bionostics Holdings Limited (Bionostics), operating in Devens, Massachusetts, and R&D Systems China Co. Ltd., (R&D China), located in Shanghai, China. BiosPacific is a worldwide supplier of biologics to manufacturers of in vitro diagnostic systems and immunodiagnostic kits. Boston Biochem is a leading developer and manufacturer of ubiquitin-related research products. Bionostics is a leading supplier of control solutions used in point of care blood glucose and blood gas testing. R&D China and R&D Europe distribute the Company's biotechnology products. R&D Europe has two subsidiaries: Tocris Holdings Ltd. (Tocris) of Bristol, England and R&D Systems GmbH, a German sales operation. Tocris is a leading supplier of chemical reagents for non-clinical life science research. Contact: Greg Melsen, CFO Kathy Backes, Controller (612) 379-8854