ThZeal - The Zeal

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 25, 2023

(Date of earliest event reported)

BIO-RAD LABORATORIES, INC.

(Exact name of registrant as specified in its charter)

Commission File Number: 1-7928


Delaware						94-1381833
(State or other jurisdiction of incorporation)						(I.R.S. Employer Identification No.)

1000 Alfred Nobel Dr.

Hercules, California 94547

(Address of principal executive offices, including zip code)

(Registrant’s telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation 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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, Par Value $0.0001 per share

BIO

New York Stock Exchange

Class B Common Stock, Par Value $0.0001 per share

BIOb

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as deﬁned in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


	Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

Bio-Rad Laboratories, Inc. (the “Company”) held its Annual Meeting of Stockholders on April 25, 2023. The matters voted upon at the meeting and the results of those votes are set forth below.


1. Each of the nominated directors was elected and received the affirmative vote of a majority of the votes cast in the respective class of Common Stock, as follows:

	Class of
	Common Stock		Votes	Votes	Votes		Broker
	to Elect		For	Against	Abstaining		Non-Votes

Melinda Litherland	Class A		14,950,990	5,818,104	4,785		1,695,304
Arnold A. Pinkston	Class A		15,729,846	5,037,217	6,816		1,695,304
Jeffrey L. Edwards	Class B		4,974,972	275	90		56,255
Gregory K. Hinckley	Class B		4,974,972	275	90		56,255
Allison Schwartz	Class B		4,972,669	2,578	90		56,255
Norman Schwartz	Class B		4,972,669	2,578	90		56,255

2. The proposal to ratify the selection of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2023 was ratified and received the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:

Votes		Votes		Votes		Broker
For		Against		Abstaining		Non-Votes
7,258,298		19,666		547		-

3. The non-binding advisory vote to approve executive compensation was approved and received the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:

Votes		Votes		Votes		Broker
For		Against		Abstaining		Non-Votes
6,772,070		277,497		3,158		225,785

With respect to the non-binding advisory vote on the frequency of future advisory votes to approve executive compensation, Three Years received the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:

Votes

Broker

1 Year

2 Years

3 Years

Abstaining

Non-Votes

1,575,550

14,432

5,461,754

989

225,785

Consistent with the preferred frequency expressed by the Company's stockholders and the determination of the Company’s Board of Directors, the Company has determined that it will hold a non-binding advisory vote to approve executive compensation every Three Years, until the next required non-binding advisory vote on the frequency of future non-binding advisory votes to approve executive compensation.


5. The stockholder proposal regarding political disclosure was not approved since the proposal did not receive the affirmative vote of a majority of the voting power of the holders of Class A and Class B Common Stock, as follows:

Votes	Votes	Votes	Broker
For	Against	Abstaining	Non-Votes
1,100,154	5,935,081	17,489	225,785

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.

BIO-RAD LABORATORIES, INC.

Date:

May 1, 2023

By:

/s/ Timothy S. Ernst

Timothy S. Ernst

Executive Vice President, General Counsel and Secretary