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 28, 2010
TECHNE CORPORATION
(Exact Name of Registrant as Specified in Charter)
Minnesota 0-17272 41-1427402
(State or Other Jurisdiction (Commission I.R.S. Employer
of Incorporation) File Number) 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 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2010 Annual Meeting of Shareholders of Techne Corporation (the "Company")
held on October 28, 2010, the Company's shareholders, upon recommendation of
the Company's Board of Directors (the "Board"), approved The Techne Corporation
2010 Equity Incentive Plan (the "2010 Plan"), as more specifically described
in Item 5.07 below. The Board unanimously approved and adopted the 2010 Plan
on September 17, 2010, subject to the approval of the Company's shareholders.
The maximum aggregate number of shares that may be issued under the 2010
Equity Incentive Plan is 3,000,000. There will be no further grants under
the Company's 1997 Incentive Stock Option Plan and 1998 Nonqualified Stock
Option Plan.
The foregoing is a summary of the material terms and conditions of the 2010
Plan and not a complete description of the 2010 Plan. The 2010 Plan is
described in greater detail in the Company's definitive proxy statement
for the 2010 Annual Meeting of Shareholders filed with the Securities and
Exchange Commission on September 17, 2010 (the "Proxy Statement").
The description of the 2010 Plan contained herein and in the Proxy
Statement are qualified in their entirety by reference to the full text
of the 2010 Plan attached to this Current Report on Form 8-K as Exhibit 10.1,
which is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company's Annual Meeting of Shareholders was held on October 28, 2010
in Minneapolis, Minnesota, pursuant to the Notice of the 2010 Annual Meeting
of Shareholders and the Proxy Statement. At the meeting, 35,278,517 shares
were represented in person or by proxy, which constituted a quorum.
Each of the proposals listed below was approved by the shareholders
pursuant to the voting results set forth below.
1. Number of directors set at nine:
For Against Abstain Broker Non-Vote
-------- ------- ------- ---------------
35,098,693 98,767 81,057 0
2. Election of directors:
For Withheld Broker Non-Vote
----------- -------- ---------------
Thomas E. Oland 30,660,188 473,624 4,144,705
Roger C. Lucas, Ph.D. 30,776,676 357,136 4,144,705
Howard V. O'Connell 30,499,019 634,793 4,144,705
Randolph c. Steer, M.D., Ph.D. 30,437,857 695,955 4,144,705
Robert V. Baumgartner 27,970,551 3,163,261 4,144,705
Charles A. Dinarello, M.D. 30,809,875 323,937 4,144,705
Karen A. Holbrook, Ph.D. 30,795,476 338,336 4,144,705
John L. Higgins 30,352,246 781,566 4,144,705
Roeland Nusse, Ph.D. 24,423,001 6,710,811 4,144,705
3. Approve the 2010 Equity Incentive Plan:
For Against Abstain Broker Non-Vote
-------- ------- ------- ---------------
29,079,282 1,717,522 337,008 4,144,705
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
10.1 Techne Corporation 2010 Equity Incentive Plan
10.2 Form of Nonqualified Stock Option Agreement for the 2010
Equity Incentive Plan
10.3 Form of Incentive Stock Option Agreement for the 2010
Equity Incentive Plan
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 2, 2010 TECHNE CORPORATION
By: /s/ Thomas E. Oland
---------------------------
Name: Thomas E. Oland
Title: President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit No. Description
----------- -----------
10.1 Techne Corporation 2010 Equity Incentive Plan
10.2 Form of Nonqualified Stock Option Agreement for the 2010
Equity Incentive Plan
10.3 Form of Incentive Stock Option Agreement for the 2010
Equity Incentive Plan