Item 2.02 Results of Operations and Financial Condition

A copy of the press release issued by Bio-Techne Corporation (the "Company") on November 1, 2022, describing the results of operations for the quarter ended September 30, 2022 and its financial condition as of September 30, 2022 is attached hereto as Exhibit 99.1.

The information in this Form 8-K and the Exhibits attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the 2022 annual meeting of shareholders of the Company held on October 27, 2022 (the "Annual Meeting"), the shareholders approved an amendment and restatement of the Company's articles of incorporation to increase the number of authorized shares of the Company's common stock from 100,000,000 to 400,000,000.

The complete text of the Amended and Restated Articles of Incorporation is attached hereto as Exhibit 3.1 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders

A quorum was present at the Annual Meeting with 35,724,443 shares represented personally or by proxy, which represents approximately 91.08% of the outstanding shares of the Company's common stock. The voting results at the Annual Meeting were as set forth below.

Proposal No. 1 - The shareholders voted to set the number of directors at nine:




For        Against Abstain
35,575,971 139,956 8,516

Proposal No. 2 - The shareholders elected each of the nominees to the Board of Directors:



                      For        Against   Abstain Broker Non-Vote

Charles R. Kummeth 34,092,428 546,544 14,588 1,070,883 Robert V. Baumgartner 24,822,872 9,195,158 635,530 1,070,883 Randolph C. Steer 31,246,852 3,392,776 13,932 1,070,883 John L. Higgins 27,963,915 6,675,747 13,898 1,070,883 Roeland Nusse 33,805,594 834,332 13,634 1,070,883 Julie L. Bushman 34,398,791 242,354 12,415 1,070,883 Joseph D. Keegan 32,918,324 1,721,906 13,330 1,070,883 Alpna Seth

            33,163,651 1,475,674 14,235  1,070,883
Rupert Vessey         32,917,182 1,721,925 14,453  1,070,883

Each nominee was elected by a majority voting standard defined in the Amended and Restated Articles of Incorporation.

Proposal No. 3 - The shareholders adopted a non-binding resolution approving the compensation of the Company's named executive officers, as described in the Proxy Statement:



For        Against    Abstain Broker Non-Vote
21,321,031 13,045,755 286,774 1,070,883

Proposal No. 4 - The shareholders ratified an amendment to increase the number of shares of authorized common stock.



For        Against Abstain
35,648,572 68,310  7,561

Proposal No. 5 - The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending June 30, 2023.



For        Against Abstain
34,862,262 856,480 5,701


Item 8.01 Other Events

A copy of the press release issued by Bio-Techne Corporation on November 1, 2022, announcing a cash dividend and stock dividend is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits



3.1      Amended and Restated Articles of Incorporation of the Company

99.1    Press Release, dated November 1, 2022, announcing results of operations

99.2    Press Release, dated November 1, 2022, announcing cash dividend and stock

dividend

104 - Cover Page Interactive Data File (embedded within the Inline XBRL document)

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