Bio-Techne Corp. failed to get shareholder approval on its executive compensation plan. While the vote is nonbinding, a no vote is rare.
Only 35% of shareholders supported the plan during the so-called say-on-pay vote during last week's annual meeting, according to a Securities and Exchange Commission filing made on Tuesday.
The vote results are not a surprise. In previous years, Bio-Techne has received weak shareholder support for the executive compensation plan. Last year, 62% of shareholders supported the plan, and the year before only 55% cast yes votes.
This year the independent proxy advisory firms Glass Lewis and Institutional Shareholder Services (ISS) — as they have in the past — recommended that Bio-Techne's shareholders vote against the plan.
Both proxy advisory firms suggested there was a disconnect between President and CEO Charles Kummeth's pay and Bio-Techne's overall performance relative to peers. Glass Lewis gave Bio-Techne's executive pay package D grades for the previous three years and again recommended a vote against the pay plans this year.
"The compensation committee demonstrated sufficient responsiveness to last year's relatively low say-on-pay vote result by making changes based on shareholder feedback," wrote ISS in its 2023 report on Bio-Techne. "However, there are new pay program concerns, including disclosure and magnitude issues around the CEO's equity awards."
Equity awards for years have fueled compensation for Kummeth. For the year ended June 30, Kummeth's total pay was $59.5 million, a 19% increase from the $49.9 million he realized in the prior year.
The totals includes the value of previously issued restricted stock and stock options that vested during the year or that Kummeth elected to exercise. It does not include the value of new equity grants that were granted, so the $49.9 million total differs from what is in the summary compensation table of the proxy.
