Bio Techne : Proxy Statement FY 2023

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under §240.14a-12

BIO-TECHNE CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Where

Science

Intersects

Innovation™

At Bio-Techne, we are accelerating discoveries to positively impact health by collaborating, developing, and manufacturing award- winning tools that help researchers achieve reproducible and consistent results. Our innovative products and services provide

the solutions scientists need to achieve success, whether they are at the cutting edge of academic research, translating basic discoveries into therapeutic leads, or working at facilities that require the highest level of diagnostic testing.

Message from our CEO

President and Chief Executive Officer

September 13, 2023

5%	$70M
organic growth	capital returned to
for the year	our shareholders

"Our team of approximately 3,200 talented employees live and breathe our mission every day, and we rely on their dedication, innovation, curiosity, and scientific acumen to develop and commercialize the products researchers around the globe rely on to advance science and ultimately improve healthcare."

Dear Fellow Shareholders:

Fiscal 2023 was a year where we made significant progress advancing our corporate mission - "We intensely focus on improving the quality of life by catalyzing advances in science and medicine." Our team of approximately 3,200 talented employees live and breathe our mission every day, and we rely on their dedication, innovation, curiosity, and scientific acumen to develop and commercialize the products researchers around the globe rely on to advance science and ultimately improve healthcare. These efforts led to the introduction of over 1,600 new products this year across our two business segments.

From a financial perspective, we successfully navigated an evolving macro environment and achieved 5% organic revenue growth for the year, with our revenue exceeding $1.1 billion. We delivered these results with a focus on driving profitable growth, achieving an adjusted operating margin of 36.1% for the fiscal year. GAAP earnings per diluted share were $1.76 for the fiscal year, while adjusted EPS increased 1% over the prior year to $1.99 per diluted share. We also returned $70 million in capital to our shareholders through $50 million in dividends and $20 million in share buybacks.

During fiscal 2023 we continued to execute our M&A strategy. First, we strengthened our cell and gene therapy initiatives by acquiring an initial 20% stake in Wilson Wolf, the manufacturer of the industry-leading line of G-Rex bioreactor devices that are used to scale cell therapies. We have the right to acquire the remaining 80% of Wilson Wolf once certain milestones are achieved or on December 31, 2027. We also announced the acquisition of Lunaphore, a leading developer of spatial biology solutions. Lunaphore's portfolio includes COMET™, an end-to-end spatial biology platform, SPYRE™ antibody kits, and Horizon imaging analysis software. Even before the acquisition, Bio-Techne had already partnered with Lunaphore to develop the first fully automated multiomic spatial biology platform, pairing Lunaphore's COMET with Bio- Techne's RNAscope™ HiPlex technology.

We also continued to make significant advancements with our Environmental, Social and Governance (ESG) initiatives. This fall, we will be publishing an updated Corporate Sustainability Report highlighting our numerous accomplishments on this front. Given the importance of ESG initiatives, we intend to update our CSR on an annual basis. In this latest report, for the first time we index to the Task Force on Climate-Related Disclosures, which provides a framework for our go forward environmental sustainability strategy.

Creating value for all our stakeholders, including our customers, employees, shareholders, and the communities where we live and work, remains our focus. We appreciate your vote supporting the proposals included in this proxy.

Thank you for your investment in Bio-Techne.

Sincerely,

Charles ("Chuck") R. Kummeth

Thursday, October 26, 2023

8:00 a.m. Central Time

VIA WEBCAST

www.virtualshareholdermeeting.com/TECH2023

Notice of 2023

Annual Meeting

of Shareholders

Items of Business:

1. Set the number of members of the Board of Directors at nine;
2. Elect the Company's nine nominees to the Board of Directors;
3. Approve, on an advisory basis, the compensation of our executive officers;
4. Approve, on an advisory basis, the frequency of advisory votes on executive compensation; and
5. Ratify the appointment of KPMG, LLP as the Company's independent registered public accounting firm for the 2024 fiscal year.

By order of the Board of Directors

Shane V. Bohnen

Senior Vice President, General Counsel

and Corporate Secretary

September 13, 2023

We are pleased to offer the Annual Meeting as a webcast so that all our shareholders, regardless of their location, can participate. You can join the Annual Meeting online, vote your shares electronically, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/TECH2023. We will cover the items of business described in this Proxy Statement and provide time for questions. For more information, go to "Information About the Annual Meeting," which begins on page 64 of this Proxy Statement.

Only shareholders of record at the close of business on September 1, 2023, will be entitled to attend and to vote at the Annual Meeting or any adjournment thereof. We hope you will join the webcast of Bio- Techne's Annual Meeting. Whether or not you plan to attend, please make sure your shares are counted by providing your proxy as soon as possible.

Our 2023 Annual Report, which is not part of the proxy soliciting materials, is enclosed if the proxy materials were mailed to you. In addition, you can access the Annual Report at www.proxyvote.com.

Your vote is important

We encourage you to read the Proxy Statement and vote your shares as soon as possible. You may vote online at www.proxyvote.com or by telephone at 1-800-690-6903. If you received paper copies of your proxy materials in the mail, you may vote by mail using the return envelope enclosed for your convenience. The Proxy Statement and 2023 Annual Report to Shareholders are available at www.proxyvote.com.

How to Vote:

Even if you plan to attend the Annual Meeting, we
encourage you to provide your proxy as soon as possible
using one of the following methods.	BY INTERNET	BY TELEPHONE	BY MAIL
	Visit www.proxyvote.com.	In the U.S. or Canada, call	Mark, date, and sign your proxy card or
		1-800-690-6903toll-free.	voting instruction form and return it in
			the postage-paid envelope.

Attending the Meeting

If you wish to attend the Annual Meeting via the webcast, you will need to register in advance using the 16-digit control number included in your proxy materials. Please see "Information About the Annual Meeting" beginning on page 64 of this Proxy Statement for further details.