Proxy Statement (definitive) (def 14a)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a)

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Neogen Corporation

(Name of Registrant as Specified In Its Charter)

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

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LOGO

August 31, 2016

To Our Shareholders:

You are cordially invited to attend the Annual Meeting of Shareholders of Neogen Corporation on Thursday, October 6, 2016, at 10:00 a.m. Eastern Time. The Annual Meeting will be held at the University Club of Michigan State University, located at 3435 Forest Road, Lansing, Michigan 48910.

The Annual Meeting will feature a report on Neogen’s business activities, voting on the election of directors and other important proposals. We also will have product displays and product demonstrations by Company personnel. On the following pages you will find the notice of the Annual Meeting of Shareholders and the proxy statement.

It is important that your shares are represented at the Annual Meeting, regardless of how many shares you own. Whether or not you plan to attend the Annual Meeting, please sign, date and return the enclosed proxy card as soon as possible . Sending a proxy card will not affect your right to vote in person if you attend the meeting.

Sincerely,

LOGO

James L. Herbert

Chairman & Chief Executive Officer

Your vote is important. Even if you plan to attend the meeting,

PLEASE SIGN, DATE AND RETURN THE ENCLOSED PROXY CARD PROMPTLY.

LOGO

620 Lesher Place

Lansing, MI 48912

NOTICE OF 2016 ANNUAL MEETING OF SHAREHOLDERS OF NEOGEN CORPORATION

Date:

October 6, 2016

Time:

10:00 a.m., Eastern Time

Place:

The University Club of Michigan State University, 3435 Forest Road, Lansing, Michigan 48910

Items of Business:

•

The election of three Class II directors, each to serve for a three year term and one Class I Director, to serve the unexpired term created by the resignation of Richard A. Crowder;

•

To approve by non-binding vote, the compensation of executives;

•

To ratify the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2017; and

•

To act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

All shareholders are cordially invited to attend the meeting. At the meeting, you will hear a report on the Company’s business and have a chance to meet the directors and executive officers. A copy of the 2016 Annual Report is enclosed.

Only shareholders of record at the close of business on August 9, 2016 are entitled to notice of, and to vote at, the meeting.

Your vote is important. Please vote your shares promptly. Complete, sign, date and return your proxy card to vote your shares. Any shareholder attending the meeting may vote in person even if he or she previously returned a proxy.

LOGO

Steven J. Quinlan

Secretary

August 31, 2016

TABLE OF CONTENTS


	Page
General Information		1
Proposal 1—Election of Directors		4
Proposal 2—Approval, by non-binding vote, of executive compensation		7
Proposal 3—Ratification of appointment of the Company’s independent registered public accounting firm		8
Security Ownership of Certain Beneficial Owners, Directors and Management		9
Information about the Board and Corporate Governance Matters		10
Compensation Discussion and Analysis		13
Compensation Committee Report		19
Executive Compensation		20
Compensation of Directors		23
Audit Committee Report		25
Additional Information		26

Neogen Corporation

620 Lesher Place

Lansing, MI 48912

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

October 6, 2016

GENERAL INFORMATION

These proxy materials are provided in connection with the solicitation by the Board of Directors (the “Board”) of proxies to be used at the Annual Meeting of Shareholders (the “Annual Meeting”) of Neogen Corporation (the “Company”) to be held on Thursday, October 6, 2016 at 10:00 a.m., Eastern Time, at the University Club of Michigan State University, located at 3435 Forest Road, Lansing, Michigan 48910, and at any adjournment of the meeting. The solicitation will begin on or about August 31, 2016.

There are three proposals scheduled to be voted on at the Annual Meeting:

•

Election of four Directors;

•

Proposal to approve by non-binding vote, the compensation of executives; and

•

Ratification of the appointment of BDO USA, LLP as the Company’s independent registered public accounting firm for 2017.

Revocation of Proxies

Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its exercise by the filing of a written notice of revocation with our Secretary, by delivering to our Secretary a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting in person.

Voting and Solicitation

All shares represented by a properly executed proxy will be voted unless the proxy is revoked. If a choice is specified, it will be voted in accordance with that specification. If no choice is specified, the proxy holders will vote the shares in accordance with the recommendations of the Board, which are set forth with the discussion of each matter later in this Proxy Statement. With respect to any matter not set forth on the proxy card that properly comes before the Annual Meeting, the proxy holders named in the proxy card will vote as the Board recommends or, if the Board makes no recommendation, at the Board’s discretion.

In summary, the Board recommends that you vote:

•

FOR the election of the nominees for Directors;

•

FOR the proposal to approve, by non-binding vote, the compensation of executives; and

•

FOR ratification of the appointment of BDO USA, LLP (“BDO”) as the Company’s independent registered public accounting firm for 2017.

All shareholders at the close of business on August 9, 2016, the record date for the meeting, are entitled to vote at the meeting. On August 9, 2016 there were 37,628,898 shares of the Company’s common stock

outstanding. For each proposal, each shareholder is entitled to one vote for each share of the Company’s common stock owned at that time.

If you are a shareholder of record, you may vote by mail by completing, dating and signing your proxy card and mailing it in the envelope provided. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as officer of a corporation, guardian, executor, trustee or custodian) you should indicate your name and title or capacity. You may also vote via the internet or telephone. Your proxy card will contain instructions for voting utilizing either of these methods.

You may also vote in person at the Annual Meeting or may be represented by another person at the meeting after designating that person by executing a proper proxy.

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the beneficial owner of shares held in “street name.” As the beneficial owner, you will receive instructions from the street name holder that you must follow in order to have your shares voted.

If your shares are held in street name and you wish to vote in person at the meeting, you must obtain a proxy issued in your name from the street name holder.

If you are a beneficial owner of shares held in street name, you may submit new voting instructions by contacting your brokerage firm, bank or other holder of record.

A broker non-vote occurs when a shareholder holds his or her stock through a broker and the broker does not vote those shares. This usually occurs because the broker has not received timely voting instructions from the shareholder and the broker does not have discretionary voting power for the particular item upon which the vote is taken. Under applicable law and the New York Stock Exchange (the “NYSE”) rules and regulations, brokers have the discretion to vote on routine matters, such as the ratification of the appointment of the Company’s independent auditors. The election of Directors and the advisory vote on the Company’s compensation arrangements are not considered to be routine matters under applicable NYSE rules.

It is important that you instruct your broker how to vote shares held by you in street name using the vote instruction form provided by your broker. Your broker should vote your shares as you direct if you provide timely instructions on how to vote by following the information provided to you by your broker.

A plurality of the shares voting is required to elect Directors. This means that the nominees who receive the most votes will be elected to the open Director positions. In counting votes on the election of Directors, abstentions, broker non-votes and other shares not voted will be counted as not voted.

The proposals to approve by non-binding vote the compensation of executives and the ratification of the appointment of BDO as the independent registered public accounting firm for 2017 will be approved if a quorum is present for the conduct of business and a majority of the shares voted at the meeting are voted in favor of the proposal.

As to the election of Directors, the three Class II nominees who receive the greatest number of votes will be elected to a three-year term and the Class I nominee who receives the greatest number of votes will be elected for the remaining two years in the current Class I Director term. In accordance with the Company’s Governance guidelines, in an uncontested election (i.e., an election where the only nominees are those recommended by the Board of Directors), any nominee for Director who receives a greater number of votes “withheld” from his or her election than votes “for” such election (a “Majority Withheld Vote”) shall promptly tender his or her resignation to the Board of Directors for consideration in accordance with the procedures described below, following certification of the shareholder vote. The Governance Committee (the “Governance Committee”) of the Board shall promptly consider the resignation offer and recommend to the Board action with respect to the tendered

resignation, which may include accepting the resignation, rejecting the resignation but addressing the underlying cause of the “withheld” votes, determining not to re-nominate the Director in the future, or any other action the Governance Committee deems to be appropriate and in the best interests of the Company.

In considering what action to recommend with respect to the tendered resignation, the Governance Committee will take into account all factors deemed relevant by the members of the Governance Committee including, without limitation, any stated reasons why shareholders “withheld” votes for election from such Director, the length of service and qualifications of the Director whose resignation has been tendered, the overall composition of the Board of Directors, the Director’s contributions to the Company, the mix of skills and backgrounds on the Board of Directors, whether accepting the tendered resignation would cause the Company to fail to meet any applicable requirements of the Securities and Exchange Commission (the “SEC”) or NASDAQ Global Select Market (“NASDAQ”), and the Company’s Governance Guidelines. The Board will act on the Governance Committee’s recommendation no later than 90 days following certification of the shareholder vote. In considering the Governance Committee’s recommendation, the Board will consider the factors and possible actions considered by the Governance Committee and such additional information, factors and possible actions as the Board believes to be relevant or appropriate. To the extent that one or more Directors’ resignations are accepted by the Board, the Governance Committee will recommend to the Board whether to fill such vacancy or vacancies or to reduce the size of the Board.

PROPOSALS FOR SHAREHOLDER ACTION

PROPOSAL 1—ELECTION OF DIRECTORS

The Company’s Bylaws provide that the Company shall have at least five and no more than nine directors, with the exact number to be determined by the Board. The Board is currently comprised of eight directors, and one Board seat is vacant. The directors are classified into three classes to serve for the terms set forth next to their names or until their successors have been duly qualified and elected.

Unless otherwise instructed, proxy holders will vote the proxies received by them for the election of the nominees named below . Two of the four nominees for director are currently Directors of the Company. The term of Dr. Clayton K. Yeutter, a Class II Director, expires at the Annual Meeting; Dr. Yeutter has elected not to pursue an additional term on the Board of Directors. Dr. Boehm and Mr. Parnell are currently members of the Board. James P. Tobin has been selected by the Board as the nominee for the open Board seat in this class. Richard T. Crowder resigned from the Board in April 2016; his Class I term expires in October 2018. James C. Borel has been presented by the Board as the nominee for the open Board seat in this class. If any nominee becomes unavailable for any reason, it is intended that the proxies will be voted for a substitute nominee designated by the Board. The Board has no reason to believe that the nominees named will be unable to serve if elected. Any vacancy occurring on the Board for any reason may be filled by vote of a majority of the Directors then in office for the full term of the class in which the vacancy occurs.


Nominees	Expiration of Proposed Term
Class II:
William T. Boehm, Ph.D		2019
Jack C. Parnell		2019
James P. Tobin		2019

Class I:
James C. Borel		2018

Directors continuing in office	Expiration of Term
Class III:
James L. Herbert.		2017
G. Bruce Papesh		2017
Thomas H. Reed		2017

Class I:
A Charles Fischer		2018
Ronald D. Green, PhD.		2018


Name of Director	Age		Position	Director Since
James L. Herbert		76	Chairman and CEO of the Company, Director		1982
William T. Boehm, Ph.D. (1) (3)		69	Director		2011
A. Charles Fischer (2) (4)		74	Director		2006
Ronald D. Green, Ph.D (1) (4)		55	Director		2014
G. Bruce Papesh (4)		69	Director		1993
Jack C. Parnell (1) (2) (4) (5)		81	Director		1993
Thomas H. Reed (2) (3) (4)		71	Director		1995
Clayton K. Yeutter, Ph.D. (3)		86	Director		2007
James C. Borel		60	Nominee		-
James P. Tobin		60	Nominee		-

(1)	Member, Compensation Committee

(2)	Member, Stock Option Committee

(3)	Member, Audit Committee

(4)	Member, Governance Committee

(5)	Lead Independent Director

The following is a brief summary of the business experience for at least the past five years of each of the nominees and for the current members of the Board.

Nominees for the Board of Directors:

Dr. William T Boehm is a retired Senior Vice President of The Kroger Co. and former Senior Economist for the President’s Council of Economic Advisors under President Carter. Dr. Boehm joined Kroger in 1981 as Director of Economic Research and held positions of increasing responsibility with that company until his retirement in 2008. During the 1990’s, he held senior executive positions in both Procurement and Logistics and was made Senior Vice President and a Corporate Officer. In 2004, Dr. Boehm was promoted to President of the Kroger Manufacturing Division. He served on the Board of Greatwide Logistics, a logistics services company, from 2009-2015 and currently serves on the boards of FLM+, a strategic planning, issues management and advertising firm working exclusively with farm and food clients, and GLK Foods, a producer, processor and marketing company specializing in sauerkraut. He remains active in professional associations and academia. Dr. Boehm’s wealth of experience in agriculture and virtually all aspects of the food service industry make him well qualified to serve on the Board.

Jack C. Parnell was elected to the Board in October 1993 and was elected Chairman of the Board in October 2001. In 2006, Mr. Parnell resigned as Chairman, but remained a Director. Since 1991, he has held the position of Governmental Relations Advisor with the law firm of Kahn, Soares and Conway in Sacramento, California. In 1989, Mr. Parnell was appointed by President George H. W. Bush to serve as Deputy Secretary of the U.S. Department of Agriculture. From 1983 to 1989, he served in three different senior governmental positions for the state of California, including Secretary of the California Department of Food and Agriculture from 1987 to 1989. Mr. Parnell’s service in senior governmental positions in the state of California and U.S. Department of Agriculture allows him to uniquely advise the Board and management on matters of government relations and regulation. It is because of this experience as well as his general business knowledge that he is most valuable as a member of the Board.

James C. Borel retired from DuPont in early 2016 where he was Executive Vice President since 2009 and a member of DuPont’s Office of the Chief Executive, with responsibility for the agriculture and food ingredients businesses of DuPont as well as the corporate functions of Sustainability and Government Affairs. He has over 38 years of experience in the global agriculture and food industry, with extensive international experience including three assignments abroad and responsibilities extending beyond the U.S. for over 25 years. Mr. Borel is a member of the board of directors of Farmers Edge, and of the board of advisors for River Glen Venture Partners and Arsenal Capital Partners as well as the board of trustees of the University of Delaware, the Farm Foundation, and the Alpha Gamma Rho Educational Foundation, and is a past chair of the board of trustees for the National 4-H Council. His knowledge of the agricultural and food industries, and his international experience will bring significant value to the Board.

James P. Tobin spent more than 31 years with Monsanto, beginning his career in 1983 and holding leadership roles across the company, including positions in sales management, marketing, new product development and industry affairs, before retiring in 2014. His final leadership role was as Vice President, Industry Affairs. He has worked to advance agriculture through leadership roles in key organizations, including serving as Chairman of the American Seed Trade Association from 2005 to 2006. He has also supported youth in agriculture, focusing on leadership development through his work with the Missouri and National 4-H Foundations. He has held leadership positions with the U.S. Grain Council, the FarmHouse Fraternity Foundation and the Farm Foundation Roundtable. His knowledge of the agricultural industry and his business acumen will bring significant value to the Board.

The Board recommends a vote FOR the above nominees.

Other current members of the Board:

A. Charles Fischer served as President and CEO of Dow AgroSciences and as a member of Dow Chemical Company’s Executive Management Team until his retirement in 2004. He was elected to the Board of the

Company in October 2006. Mr. Fischer’s career with Dow Chemical spanned 37 years and included assignments in South America, Europe, the Middle East and Africa. He served as president of CropLife International and CropLife America, as chairman of the National FFA Foundation and was associated in various capacities with the Central Indiana Life Sciences Initiative and the Biotechnology Industry Organization. Mr. Fischer’s management experience, and in particular his international experience, is highly valued by the Board.

Dr. Ronald D. Green was appointed Chancellor of the University of Nebraska-Lincoln in April 2016. Prior to that appointment, he was the Harlan Vice Chancellor of the Institute of Agriculture and Natural Resources and Vice President for Agriculture and Natural Resources of the University of Nebraska system since 2010. He served as senior global director of technical services at Pfizer Animal Health’s animal genomics business from 2008 to 2010. He was on faculty at Texas Tech University and Colorado State, and was the national program leader for animal production research for the USDA’s Agricultural Research Service and executive secretary of the White House’s interagency working group on animal genomics within the National Science and Technology Council. In that role, he was a leader in the international bovine, porcine and ovine genome sequencing projects. Dr. Green is a past president of the American Society of Animal Science (“ASAS”) and the National Block and Bridle Club, and has served in a number of leadership positions for the U.S. Beef Improvement Federation, National Cattlemen’s Beef Association, National Pork Board, Federated Animal Science Societies, and the National Research Council. He was named a fellow of ASAS in 2014. Dr. Green’s experience in genomics and animal production research brings great value and insight to the Board.

James L. Herbert is Chairman of the Board and Chief Executive Officer of the Company. Previously he was President, Chief Executive Officer, and a Director of the Company since he joined the Company in June 1982. He resigned as President in 2006, but remained CEO and was named Chairman at that time. Prior to joining the Company, he held the position of Corporate Vice President of DeKalb Ag Research, a major agricultural genetics and energy company. He has management experience in animal biologics, specialized chemical research, medical instruments, aquaculture, animal nutrition, and poultry and livestock breeding and production.

G. Bruce Papesh was elected to the Board in October 1993 and was the Company’s Secretary from October 1994 to October 1999. Since 1987, Mr. Papesh has served as President of Dart, Papesh & Company, Inc., member SIPC and FINRA, an investment consulting and financial services firm. Mr. Papesh also served until October 1, 2001 on the Board of Immucor, Inc., an immunodiagnostics company that manufactures and markets products for the human clinical blood bank industry. Mr. Papesh has experience in the investment securities industry and in financial analysis which contributes greatly to the Board.

Thomas H. Reed was elected to the Board in October 1995 and served as the Company’s Secretary from October 1999 to October 2007. From 2009 to 2010 he was a consultant to the President of JBS Packerland North America. From 2003 to 2009, Mr. Reed was Senior Vice President of JBS Packerland, a beef processing company and its successor companies, Smithfield Foods, Beef Division, and JBS Packerland North America. Prior to assuming that position, he served as Vice President of Michigan Livestock Exchange Marketing, a division of Southern States Cooperative, Inc. and prior to that as President and Chief Executive Officer of the Michigan Livestock Exchange. Mr. Reed is a former member of the Board of the National Livestock Producers Association and is a former chairman of the Michigan State University Board of Trustees. Mr. Reed’s experience in animal processing and general agriculture provide insight and value to the Board.

Dr. Clayton K. Yeutter was first elected to the Board in October 2007. Dr. Yeutter was actively involved in his family’s ranching and cattle feeding operation in Nebraska until 2011. He currently serves as a senior adviser at the law firm Hogan Lovells. He has also served in sub-cabinet or cabinet-level positions under four presidents of the United States, with his last position as Secretary of Agriculture under President George H.W. Bush. Dr. Yeutter is a former CEO of the Chicago Mercantile Exchange and he has also served on the Boards of Directors of Caterpillar, Texas Instruments, Weyerhaeuser Company, ConAgra Foods and Zurich Financial Services, among several others. He currently serves on the Board of Burlington Capital Group and Rural Media Group, both privately held. As Neogen’s international trade has grown to a much higher level, his global insight has been of great value to the management and the Board. Dr. Yeutter is not standing for reelection to the Board at the Annual Meeting.

PROPOSAL 2: TO APPROVE, BY NON-BINDING VOTE, THE COMPENSATION OF EXECUTIVES

The “Compensation Discussion and Analysis” section of this Proxy Statement describes, among other things, the Company’s executive compensation policies and practices. Securities laws require that shareholders be given the opportunity to express their approval of the compensation of Company executives, as disclosed in this Proxy Statement. Under the legislation that requires this vote, the shareholder vote is not binding on the Board or the Company and may not be construed as overruling any decision made by the Board or the Company or as creating or implying any change in the fiduciary duties owed by the Board. However, the Board values the views of shareholders and intends to take the outcome of this annual shareholder advisory vote into consideration when making future executive compensation decisions.

Therefore, at the Annual Meeting, shareholders will be given the opportunity to vote, on an advisory (non-binding) basis, to approve the compensation of the named executive officers as disclosed in this Proxy Statement under “Compensation Discussion and Analysis” and the “Summary Compensation Table.” This vote proposal is commonly known as a “say-on-pay” proposal and gives shareholders the opportunity to endorse or not endorse the executive pay program. This vote is not intended to address any specific item of executive compensation, but rather the overall compensation of the named executive officers and the policies and practices described in this Proxy Statement. Shareholders are encouraged to read the full details of the Company’s executive compensation program, including the primary objectives in setting executive pay, under “Compensation Objectives,” as described in this Proxy Statement.

The Company evaluates the compensation of its executives at least once each year to assess whether compensation policies and programs are achieving their primary objectives. Based on its most recent evaluation, the Board believes the Company’s executive compensation programs achieve these objectives, including aligning the interests of management with those of shareholders, and are therefore worthy of shareholder support. In determining how to vote on this proposal, shareholders should consider the following:

•

Independent Compensation Committee. Seven of our eight current directors are deemed independent pursuant to applicable NASDAQ standards. Three of these independent directors serve on the Compensation Committee. Meetings of the Compensation Committee include executive sessions in which management is not present.

•

Performance-Based Incentives . Total compensation for executives is structured so that a majority of the total earning potential is derived from performance-based incentives.

•

Stock Options. A significant percentage of executives’ compensation is paid in the form of stock options that vest over a five year period. These stock awards help align the executives’ interests with longer term shareholder returns and also serve to help retain the services of executives.

•

No Severance Payments . If employment is terminated without cause, executives are not entitled to “golden parachute” or other executive severance payments upon termination.

For these reasons, the Board of Directors recommends that you vote FOR the adoption of the following resolution:

“RESOLVED, that the shareholders of the Company approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the rules of the SEC, including the Compensation Discussion and Analysis and the Summary Compensation Table set forth in the Company’s Proxy Statement for its 2016 Annual Meeting of Shareholders.”

Vote Required

The proposal to approve the compensation of the Company’s named executive officers requires the affirmative vote of a majority of the votes cast on the proposal.

PROPOSAL 3—RATIFICATION OF APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed BDO USA, LLP (“BDO”) to serve as the independent registered public accounting firm for the Company for fiscal 2017. While not required, we are submitting the appointment to the shareholders for their ratification as a matter of good corporate practice. The affirmative vote of a majority of the votes cast at the Annual Meeting on the proposal is required for ratification. The Board of Directors recommends that shareholders vote FOR ratification of the appointment of BDO as the Company’s independent registered public accounting firm for fiscal 2017. If the appointment is not ratified, it will be considered as a recommendation that the Audit Committee consider the appointment of a different firm to serve as independent registered public accounting firm for the fiscal year 2017. Even if the appointment is ratified, the Audit Committee may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and its shareholders.

Relationship with BDO

BDO has acted as the Company’s independent registered public accounting firm for three years. BDO has advised that neither the firm nor any of its members or associates has any direct financial interest or any material indirect financial interest in the Company or any of its affiliates other than as auditors. Representatives of BDO are expected to be present at the Annual Meeting with the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.

The fees billed by BDO with respect to the years ended May 31, 2016 and 2015 are as follows:


	2016		2015
Audit Fees	$	331,811	$	301,650
Audit-Related Fees		—		—
Tax Fees (1)		41,520		—
All Other Fees		—		—

	$	373,331	$	301,650

(1)	Includes projects to study and make recommendations regarding the Company’s domestic production activities deduction and state nexus strategies.

Audit Fees include amounts billed for the annual audit of the Company’s fiscal year Consolidated Financial Statements, the audit of internal controls over financial reporting, the review of the Consolidated Financial Statements included in the Forms 10-Q, and consultations concerning accounting matters associated with the annual audit. Audit-Related Fees include amounts billed for general accounting consultations and services that are reasonably related to the annual audit. In connection with its review and evaluation of non-audit services, the Audit Committee is required to and does consider and conclude that the provision of non-audit services is compatible with maintaining the independence of BDO.

Under its charter, the Audit Committee must pre-approve all audit and non-audit services to be performed by BDO. In the event management wishes to engage BDO to perform non-audit services, a summary of the proposed engagement is prepared detailing the nature of the engagement, the reasons why BDO is the preferred provider of the services and the estimated duration and cost of the engagement. The Audit Committee reviews and evaluates recurring non-audit services and proposed fees as the need arises at their regularly scheduled committee meetings. At subsequent meetings, the Audit Committee receives updates regarding the services actually provided and management may present additional services for approval. The Audit Committee has delegated to the Chairman or, in his absence, any other member of the Committee, the authority to evaluate and approve projects and related fees of up to $10,000, if circumstances require approval between meetings of the Committee. Any such approval is reported to the full Committee at its next meeting.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS, DIRECTORS AND MANAGEMENT

Principal Shareholders

The following table sets forth certain information, as of August 9, 2016, with respect to beneficial ownership of common stock by the only persons known by the Company to be the beneficial owner of more than 5% of the Company’s common stock.


Name and Address of Beneficial Owner	Number of Shares Beneficially Owned		Percent of Class (%)
Brown Capital Management, Inc.		5,046,805		13.4	%
1201 North Calvert Street
Baltimore, MD 21202

Black Rock Global Investors		3,230,655		8.6	%
400 Howard Street
San Francisco, CA 94105

The Vanguard Group		2,845,755		7.6	%
100 Vanguard Boulevard
Malvern, PA 19355

Security Ownership of Directors and Executive Officers

The following table sets forth certain information about the ownership of the Company’s common stock as of August 9, 2016 held by the current directors, each nominee for director, the executive officers named in the Summary Compensation Table under “Executive Compensation” and all executive officers and directors as a group.


Name	Number of Shares Owned (1)			Right to Acquire (2)		Total		Percentage of Outstanding Shares
James L. Herbert		1,113,562	(3)		109,501		1,223,063		3.2	%
William T. Boehm, Ph.D.		6,000			19,500		25,500		*
James C. Borel		—			—		—		*
A. Charles Fischer		22,500			19,500		42,000		*
Ronald D. Green, Ph.D.		—			4,333		4,333		*
G. Bruce Papesh		19,696			39,750		59,446		*
Jack C. Parnell		18,555			15,000		33,555		*
Thomas H. Reed		5,531			28,500		34,031		*
James P. Tobin		2,700			—		2,700		*
Clayton K. Yeutter, Ph.D		500			35,250		35,750		*
Richard E. Calk, Jr.		5,425			6,000		11,425		*
Steven J. Quinlan		10,103	(4)		29,900		40,003		*
Edward L. Bradley		122,530	(5)		60,655		183,185		*
Terri A. Morrical		39,583	(6)		64,600		104,183		*
Executive officers and directors as a group (14 persons)		1,366,685			432,489		1,799,174		4.7	%

*	Less than 1%

(1)	Excludes shares that may be acquired through stock option exercises.

(2)	Includes shares that may be acquired within 60 days of August 9, 2016 upon exercise of options pursuant to Rule 13d-3 of the Securities Exchange Act of 1934.

(3)	Includes 165,545 shares held in trust for the spouse of James L. Herbert, 90,000 shares held by limited liability companies in which Mr. Herbert and his spouse have minority financial positions and 35,000 shares held in trusts managed by Mr. Herbert.

(4)	Includes 8,917 shares held in the Neogen Corporation 401(k) Retirement Savings Plan.

(5)	Includes 21,018 shares held in the Neogen Corporation 401(k) Retirement Savings Plan.

(6)	Includes 28,182 shares held in the Neogen Corporation 401(k) Retirement Savings Plan.

INFORMATION ABOUT THE BOARD AND CORPORATE GOVERNANCE MATTERS

The Company is managed under the direction of its Board. The Board conducts its business through meetings of the Board and its committees. The Board held five meetings, and there were a total of seventeen committee meetings during fiscal 2016. Each director attended more than 75% of the total meetings of the Board and the committees on which he served in fiscal 2016. Directors are expected to attend the Annual Meeting of shareholders unless they have a schedule conflict or other valid reason. All of the current Board members attended the 2015 Annual Meeting.

Independent Directors

A director is not considered independent unless the Board determines that he or she meets the NASDAQ independence rules and has no material relationship with the Company, either directly or indirectly, through any organization with which he or she is affiliated that has a relationship with the Company. Based on a review of the responses of the directors and nominees to questions about employment history, affiliations, family and other relationships, and on discussions with the directors and nominees, the Board has determined that each of the currently serving directors and nominees are independent as defined in the NASDAQ independence rules.

Board Committees

The Board has four committees. The current membership, number of meetings held during fiscal 2016 and the function performed by each of these committees are described below. None of the members of any of the committees is or ever has been an employee of the Company. The Board has determined that each committee member meets the independence standards for that committee within the meaning of applicable NASDAQ and SEC regulations.

Compensation Committee —Dr. Boehm (Chair), Mr. Parnell and Dr. Green are currently members of the Compensation Committee, which met two times during 2016. The purpose of the Compensation Committee is to assist the Board in discharging its overall responsibilities relating to executive compensation. The Compensation Committee reviews and approves corporate goals and objectives relevant to the compensation of the Chief Executive Officer and other executive officers prior to the beginning of each year, evaluates current year performance in light of those goals and establishes compensation levels for the upcoming year, including salary and bonus targets. Company management provides recommendations to the Compensation Committee concerning compensation of officers. The Compensation Committee has a charter, which is available on the Company’s website at www.neogen.com.

Stock Option Committee —Mr. Parnell (Chair), Mr. Fischer and Mr. Reed are currently members of the Stock Option Committee, which met twice during fiscal 2016. The purpose of the Stock Option Committee is to assist the Board in discharging its overall responsibilities relating to the Company’s stock option plans, including the Neogen Corporation 2007 Stock Option Plan (the “2007 Plan”), which was amended in 2011, and the 2015 Omnibus Incentive Plan (the “2015 Plan”), approved by shareholders in 2015. In connection with the approval of the 2015 Plan, the Stock Option Committee evaluates option grants and any other equity awards under that plan; no further awards can be made from the 2007 Plan. The Stock Option Committee determines the amount of grants, if any, to be made to the Chief Executive Officer. Management provides recommendations to the Stock Option Committee concerning stock option awards for officers and other employees.

Governance Committee —Mr. Papesh (Chair), Mr. Fischer, Mr. Reed, Dr. Green and Mr. Parnell serve on the Governance Committee, which met five times during fiscal 2016. The Governance Committee provides a leadership role in shaping the governance of the Company, and provides oversight and direction with respect to the function and operation of the Board. The Governance Committee also provides oversight on management succession, human resources practices, risk management, and environmental, health and safety issues.

The Governance Committee recommends to the Board criteria for selecting new directors; the enumeration of skills that would be advantageous to add to the Board; the appropriate mix of inside and outside directors; ethnicity and gender of directors; and size of the Board. The Board considers factors such as whether or not a potential candidate: (1) possesses relevant expertise; (2) brings skills and experience complementary to those of the other members of the Board; (3) has sufficient time to devote to the affairs of the Company; (4) has demonstrated excellence in his or her field; (5) has the ability to exercise sound business judgment; (6) has the commitment to rigorously represent the long-term interests of the Company’s shareholders; (7) possesses a diverse background and experience, including with respect to race, age and gender; (8) possesses high ethical standards and integrity; and (9) such other factors as the Governance Committee may consider from time to time.

The Governance Committee identifies persons qualified to become directors and, as appropriate, recommends candidates to the Board for its approval. Board composition is reviewed periodically to ensure that the Board reflects the knowledge, experience and skills required for the Board to fulfill its duties. The Governance Committee’s charter requires that the Governance Committee take diversity (including specifically both ethnicity and gender) of directors into account in performing its functions. It identifies persons qualified to become directors and, as appropriate, recommends candidates to the Board for its approval. In assembling a pool of potential candidates from which to make recommendations to the Board, the Committee endeavors to include women and minority candidates. As required by NASDAQ, the SEC or such other applicable regulatory requirements, a majority of the Board is comprised of independent directors. At the direction of the Board of Directors, the Governance Committee manages the CEO selection process, and ultimately recommends one or more candidates for consideration by the Board. For further information, see the charter of the Governance Committee which is available in the “Investor Relations” section of the Company’s website at www.neogen.com .

The Governance Committee generally relies on multiple sources for identifying and evaluating Board nominees, including referrals from the Company’s current directors and management. The Governance Committee does not solicit director nominations, but will consider recommendations by shareholders with respect to elections to be held at an Annual Meeting, so long as such recommendations are sent on a timely basis to the Corporate Secretary of the Company and are in accordance with the Company’s by-laws. The Committee will evaluate nominees recommended by shareholders against the same criteria.

In searching for candidates to fill Board vacancies, the Governance Committee is committed to identifying the most capable candidates who have experience in the areas of expertise needed at that time and meet the criteria for nomination. The Governance Committee has in the past entertained and encouraged the candidacy of qualified women and minorities and will continue to do so.

Audit Committee —Dr. Yeutter (Chair), Dr. Boehm and Mr. Reed are currently members of the Audit Committee, which oversees the Company’s financial reporting process on behalf of the Board. Dr. Richard Crowder, who resigned from the Board effective April 30, 2016, was a member of the Audit Committee through that date. The Audit Committee meets with management and the Company’s independent registered public accounting firm throughout the year and reports the results of its activities to the Board of Directors. The Audit Committee met eight times during fiscal 2016. Further information regarding the role of the Audit Committee is contained in its charter which is available in the “Investor Relations” section of the Company’s website at www.neogen.com and also see “Audit Committee Report” in this Proxy Statement. The Board has determined that all current members of the Audit Committee are “audit committee financial experts” for purposes of applicable SEC rules.

Lead Director/Executive Sessions of Non-Management Directors

Mr. Parnell has been designated the Lead Independent Director, with responsibility for coordinating the activities of the other independent directors. Mr. Parnell chairs all executive sessions of the Board.

Mr. Herbert does not attend the executive sessions except upon request. At least one executive session of the Board is held annually.

Management’s Role in Determining Executive Compensation

The Compensation Committee makes all final decisions regarding officer compensation. Management’s involvement in determining executive compensation is limited to the Chief Executive Officer making recommendations on compensation for members of the management team. No member of the Compensation Committee has served as an officer or employee of the Company at any time.

Compensation Committee Interlocks and Insider Participation

No executive officer serves as a member of the compensation committee of any other company that has an executive officer serving as a member of the Company’s Board. None of the Company’s executive officers serves as a member of the Board of any other company that has an executive officer serving as a member of the Compensation Committee.

Board Leadership and Role in Risk Management

The Board of Directors oversees the Company’s risk management. This oversight is administered primarily through the Board’s review and approval of the management business plan, including the projected opportunities and challenges facing the business; periodic review by the Board of business developments, strategic plans and implementation, liquidity and financial results; the Board’s oversight of succession planning, capital spending and financing; the Audit Committee’s oversight of the Company’s internal controls over financial reporting and its discussions with management and the independent accountants regarding the quality and adequacy of internal controls and financial reporting (and related reports to the full Board); the Governance Committee’s leadership in the evaluation of the Board and committees and its oversight of identified risk areas of the Company; and the Compensation Committee’s review and approvals regarding executive officer compensation and its relationship to the Company’s business plan, as well as its review of compensation plans generally and the related risks. The Board has concluded that this leadership structure is appropriate for the Company at this time.

Contacting the Board

Shareholders and other interested persons may communicate directly with the Board on a confidential basis by mail to Board of Directors, Neogen Corporation, 620 Lesher Place, Lansing, Michigan 48912, Attention: Board Secretary. All such communications will be received directly by the Secretary of the Board and will not be screened or reviewed by any other Company employee.

Code of Conduct and Ethics

The Company has adopted a Code of Conduct applicable to all Company employees, officers and directors, including specifically the Chief Executive Officer, Chief Operating Officer, Chief Financial Officer and Corporate Controller, in the performance of their duties and responsibilities. The Code of Conduct is posted on the Company’s website at www.neogen.com in the “Investor Relations” section and will be mailed to any shareholder upon request to the Secretary at 620 Lesher Place, Lansing, Michigan 48912.

Certain Relationships and Related Party Transactions

The Board, acting as a committee of the whole, approves or ratifies transactions involving directors, executive officers or principal shareholders, or members of their immediate families or entities controlled by any of them, or in which they have a substantial ownership interest, in which the amount involved exceeds $120,000 and that are otherwise reportable under SEC disclosure rules. Such transactions include employment of immediate family members of any director or executive officer. Management advises the Board of any such transaction that is proposed to be entered into or continued and seeks Board approval. In the event any such transaction is proposed for which a decision is required prior to the next regularly scheduled meeting of the Board, it may be presented to the Audit Committee Chair for approval, in which event the decision will be reported to the full Board at its next meeting. There were no related party transactions in excess of $120,000 in fiscal 2016.

COMPENSATION DISCUSSION AND ANALYSIS

Named Executive Officers

Named executive officers (“NEOs”) for SEC reporting purposes are:


Name		Title
James L. Herbert		Chairman & Chief Executive Officer
Richard E. Calk, Jr.		President & Chief Operating Officer
Steven J. Quinlan		Vice President & Chief Financial Officer
Edward L. Bradley		Vice President, Food Safety Operations
Terri A. Morrical		Vice President, Animal Safety Operations

Brief biographies of the NEOs, with the exception of Mr. Herbert, follow. Mr. Herbert’s biography is included in “Proposal I—Election of Directors.”

Richard E. Calk, Jr., age 53, joined the Company as President and Chief Operating Officer in December 2014. During his career in the food and chemical industries, Mr. Calk has held senior leadership positions in a number of large, international companies including Kelco, Roquette America, and DSM Food Specialties. Mr. Calk has extensive experience in sales and marketing and has managed the development of a number of new food and agriculture related products. His experience also includes the establishment of new operations throughout Asia, Europe, North and South America. Prior to joining Neogen, he was employed at Nexeo Solutions from 2013 to 2014, and held the position of Vice President, Chemicals. From 2009 to 2013, he was Vice President of Commercial Operations at Solutia Inc.

Steven J. Quinlan, age 53, joined the Company in January 2011 as Vice President and Chief Financial Officer. In October 2011, he was also appointed Secretary. From 1992 to 2010, Mr. Quinlan served in various accounting capacities with Michigan-based Detrex Corporation, a publicly held manufacturer of commercial and industrial pipe and specialty chemicals. He served as Vice President-Finance, Chief Financial Officer and Treasurer of Detrex from 2002 to 2010, responsible for all finance, accounting and external reporting. Before joining Detrex, he served in accounting and finance related positions at Price Waterhouse from 1985 to 1989 and Ford Motor Company from 1989 to 1992.

Edward L. Bradley, age 56, joined the Company in February 1995 as part of its acquisition of AMPCOR Diagnostics, Inc, where he served as Vice President of Sales and Marketing. In June 1996, he was named a Vice President of Neogen. In June 2006, Mr. Bradley was named Vice President, Food Safety. From 1988 to 1995, Mr. Bradley served in several sales and marketing capacities for Mallinckrodt Animal Health, including the position of National Sales Manager in its Food Animal Products Division. Prior to joining Mallinckrodt, he held several sales and marketing positions for Stauffer Chemical Company.

Terri A. Morrical, age 51, joined the Company in September 1992 as part of the Company’s acquisition of WTT, Incorporated. She has directed most aspects of the Company’s animal safety operations since she joined the Company and currently serves as Vice President in charge of all of the Company’s animal safety operations excluding Geneseek. From 1986 to 1991, she was Controller for Freeze Point Cold Storage Systems and concurrently served in the same capacity for Powercore, Inc. In 1990, she joined WTT, Incorporated as Vice President and Chief Financial Officer and then became President, the position she held at the time the Company acquired the business.

Compensation Objectives

The Company’s executive compensation programs are designed to be aligned with shareholder value creation and are structured to reward individual and organizational performance and be simple, concise and understandable. A significant percentage of each NEO’s compensation consists of variable pay.

The primary objectives of the compensation programs covering NEOs are to:

•

Attract, retain and motivate highly talented executives who will drive the success of the business;

•

Align incentives with the achievement of measurable corporate, business unit and individual performance objectives based on financial and non-financial measures, as appropriate;

•

Provide overall compensation that is considered equitable to the employee and the Company; and

•

Ensure reasonable, affordable and appropriate compensation program costs.

Compensation Elements

The primary compensation elements provided to NEOs are:

•

Base salary;

•

Discretionary annual bonus; and

•

Equity-based long-term incentive compensation delivered in the form of stock option grants.

Other compensation elements include health and welfare benefits plans under which the NEOs receive similar benefits to those provided to all other eligible U.S.-based employees, such as medical, life insurance and disability coverage.

The Compensation Committee is provided materials by management regarding the various compensation elements of each NEO’s compensation package. The Compensation Committee makes decisions about each compensation element in the context of each NEO’s total compensation package. The compensation of senior level employees generally incorporates variable pay elements such as bonus and stock options, although no specific formula, schedule or tier is applied in establishing compensation “mix.”

Each of the compensation elements and its purpose is further described below.

Consideration of Last Year’s Say-on-Pay Vote

At our 2015 annual meeting of shareholders, our shareholders were provided with an opportunity to cast an advisory vote on the compensation of our executive officers. The say-on-pay vote yielded approximately 98.5% approval of those votes cast. Notwithstanding this favorable vote, we continue to seek input from our shareholders to understand their views with respect to our approach to executive compensation, and in particular in connection with the Compensation Committee’s efforts to tie compensation to performance .

Base Salary

Base salary is intended to compensate the executive for the basic market value of the position, time in the position and the relation of that position to other positions in the Company. Each NEO’s salary and performance is reviewed annually. Factors considered in determining the level of executive base pay include the role and responsibilities of the position, performance against expectations and an individual’s job experience or unique role responsibilities.

Actual earned salary for 2016 is shown in the “Salary” column of the Summary Compensation Table. Base salary rates and changes from 2015 to 2016, if applicable, are shown in the following table.


Name	2016 Salary Rate		2015 Salary Rate		Percent Increase
James L. Herbert	$	425,000	$	400,000		6.3	%
Richard E. Calk, Jr.		340,000		335,000		1.5	%
Steven J. Quinlan		210,000		200,000		5.0	%
Edward L. Bradley		180,000		177,000		1.7	%
Terri A. Morrical		180,000		173,000		4.0	%

Discretionary Annual Bonus

Bonuses paid in fiscal 2017 related to fiscal 2016 are as follows:


Name	Target Value		Actual Payments		Percentage of Target
James L. Herbert	$	200,000	$	175,000		88	%
Richard E. Calk, Jr. (1)		140,000		92,000		66	% (1)
Steven J. Quinlan		60,000		56,000		93	%
Edward L. Bradley		70,000		38,000		53	%
Terri A. Morrical		70,000		75,000		107	%

(1)

Mr. Calk was paid a bonus of $134,000 in fiscal 2016, 100% of his bonus opportunity from his date of hire (12/8/2014) through November 30, 2015, per the terms of his offer letter. Of that amount, $67,000 related to his performance in fiscal 2016. He received an additional $25,000 bonus in fiscal 2017 related to his performance in fiscal 2016.

Target values for bonuses are set by the Compensation Committee and communicated to the officers at the time that the prior year actual payments are communicated. Bonus payments are determined by the Compensation Committee based on the Committee’s perception of the efforts expended and achievements of the officers during the fiscal year. The Compensation Committee took into account the recommendations of Mr. Herbert with respect to bonuses for Mr. Calk, Mr. Quinlan and Ms. Morrical, and took into account the recommendations of Mr. Herbert and Mr. Calk with respect to Mr. Bradley’s bonus. Target and actual bonuses are based on individual objectives and the Company’s performance, within the discretion of the Compensation Committee. The Compensation Committee’s appraisal of the Company’s overall performance was influenced by the following:

•

Revenues increased 13.5% to $321.3 million;

•

Gross margins were 47.6%, compared to 49.3% in fiscal 2015;

•

Operating income was $56.4 million, an increase of 6.2% over fiscal 2015;

•

The Company generated $35.3 million cash from operations; and

•

Stockholders’ equity increased to $404.2 million, compared to $351.0 million at May 31, 2015.

During the fiscal year, the Company completed five acquisitions, including three located outside of the U.S., and devoted considerable management attention to integration of these businesses. Revenues, margins and income were adversely impacted during the year by the strong U.S. dollar. The Compensation Committee determined that, based upon the above listed factors, among others, Mr. Herbert had provided strong leadership in the current year and continued to position the Company well for future growth in revenue and profitability, and therefore awarded him 88% of his total targeted bonus. Bonuses for Mr. Bradley and Ms. Morrical are primarily affected by the sales, operating income and other operating metrics of the division for which they have primary responsibility. Bonuses for Mr. Calk and Mr. Quinlan bonus are tied to operating metrics of the overall Company, as well as other internal objectives.

Substantially all managers’ bonus arrangements, including those of each of the NEOs, include a provision that the bonuses otherwise payable may be decreased by the Compensation Committee in the event that specific Company earning per share targets are not met. Actual Company earnings were $0.97 per share in fiscal 2016, an increase of 7.7% over the $0.90 earned in fiscal 2015. Although the earnings per share target for the Company was not achieved, the Committee noted that the Company’s results had been significantly impacted by the strong U. S. dollar, and potential bonus amounts were not reduced below the targeted bonus level for each of the NEOs.

Long-Term Incentive Compensation

The objectives of the long-term incentive portion of the compensation package are to:

•

Align the personal and financial interests of management and other employees with shareholder interests;

•

Balance short-term decision-making with a focus on improving shareholder value over the long term;

•

Provide a means to attract, reward and retain a skilled management team; and

•

Provide the opportunity to build a further ownership position in Neogen Corporation stock.

The primary long-term incentive mechanism at the Company has been, and continues to be, stock option awards, the ultimate value of which is dependent on increases in the Company’s stock price. Stock options are granted to provide employees with a personal financial interest in the Company’s long-term success, promote retention of employees and enable the Company to compete for the services of new employees in a competitive market. The Company continues to believe that stock options are the most appropriate means to accomplish long-term incentive objectives.

The stock option program is designed to deliver competitive long-term awards while incurring a minimal level of expense and shareholder dilution relative to other long-term incentive programs. It is the Company’s view that stock options represent an optimal use of corporate resources and are the best method for the Company to achieve its long-term compensation element objectives.

The Company maintains two equity-based long-term incentive plans that have been previously approved by shareholders—the Neogen Corporation 2007 Stock Option Plan (the “2007 Plan”), which was amended in 2011, and the 2015 Omnibus Incentive Plan (the “2015 Plan”), approved by shareholders in 2015. Future awards of equity or equity rights will be granted under the 2015 Plan; no further awards can be made under the 2007 Plan.

In general, options granted by the Company are incentive options with five year lives that vest 20% per year beginning with the year following the year of grant. Certain incentive options are converted to non-qualified options when IRS limitations for incentive options are exceeded. Prior to 2006, these re-characterized options carried three year vesting provisions and ten year terms. For 2006 and subsequent years, the nonqualified options retain the same vesting and life provisions as incentive options. Nonqualified stock options, with up to ten year terms and vesting 33% per year for the three years following the year of grant, are granted to Directors. In all cases, grant prices are equal to the closing price on the day of the grant. The Company does not reprice options and does not “reload”—which means the recipient is only able to exercise the number of shares in the original stock option grant. The Company’s practice has been to make an annual award to the majority of recipients as well as rare hire-on awards to select new hires.

Annual stock option grants are made at the discretion of the Stock Option Committee, with the exception of non-employee director awards which are granted automatically under the terms of the Stock Option Plan. Management makes recommendations to the Stock Option Committee as to the stock option award levels and terms. The determination with respect to the number of options to be granted to any particular participant is ultimately subjective in nature. While no specific performance measures are applied, factors considered in determining the number of options to be awarded to an individual include his or her level of responsibility and position within the Company, demonstrated performance over time, value to the Company’s past and future success, historic grants, retention concerns and, in the aggregate, share availability under the plan and overall Company expense and shareholder dilution from awards. Management provides the Stock Option Committee information on grants made in the past three years and the accumulated value of all stock option awards outstanding to each NEO.

The table below shows the size of the fiscal 2016 stock option grants to each of the NEOs.


Name	Number of Options		Compensation Cost Recognized for 2016 Grants (1) (2)
James L. Herbert		95,000	$	1,248,811
Richard E. Calk, Jr.		17,000		223,471
Steven J. Quinlan		28,000		368,071
Edward L. Bradley		28,500		374,643
Terri A. Morrical		29,000		381,216

(1)	Represents the aggregate grant date fair value of each stock option granted in fiscal 2016, calculated in accordance with the provisions of the Compensation—Stock Compensation Topic of the FASB Codification. This amount will be recognized over the vesting period of the grants.

(2)	The stock option Codification Topic 718 values throughout this Proxy Statement have been calculated using the Black-Scholes option pricing model using the assumptions in the following table:


Black-Scholes Model Assumptions (a)	2016			2015			2014			2013			2012
Risk-free interest rate		1.2	%		1.2	%		0.8	%		1.2	%		1.2	%
Expected dividend yield		0	%		0	%		0	%		0	%		0	%
Expected stock price volatility		33.3	%		36.2	%		33.1	%		39.2	%		36.4	%
Expected option life		4 years			4 years			4 years			4 years			4 Years

(a)

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant. Expected stock price volatility is based on historical volatility of the Company’s stock. The expected option life, representing the period of time that options are expected to be outstanding, is based on historical option exercise and employee termination data.

Retirement Plans : A defined contribution plan, the Neogen Corporation 401(k) Retirement Savings Plan (“401(k) Plan”) is available to all eligible U.S. employees including all NEOs. Under the 401(k) Plan, the Company matches dollar per dollar of the first 3%, and fifty cents per dollar of the next 2%, of pay contributed by the employee up to the Internal Revenue Code limits. Matching contributions to the 401(k) Plan vest immediately upon payment.

Health and Welfare Benefits Plans : Benefits such as medical, dental, vision, life insurance and disability coverage are provided to each NEO under benefits plans that are provided to all eligible U.S.-based employees. The benefits plans are part of the overall total compensation offering and are intended to be competitive and provide health care coverage for employees and their families. The NEOs have no additional Company-paid health benefits. Similar to all other employees, NEOs have the ability to purchase supplemental life, dependent life, long-term care insurance, and accidental death and dismemberment coverage through the Company. The value of these benefits is not included in the Summary Compensation Table since they are purchased by each NEO and are made available to all U.S. employees. No form of post-retirement health care benefits is provided to any employee.

Perquisites : The values of perquisites and other personal benefits are included in the “All Other Compensation” column of the Summary Compensation Table, and consist primarily of Company matching contributions to the 401(k) plan and the value of Company paid group term life insurance.

Employee Stock Purchase Plan : Employees in the U.S. are permitted to voluntarily purchase Company stock at a 5% discount through after-tax payroll deductions under the Employee Stock Purchase Plan (“ESPP”) as a way to facilitate employees becoming shareholders of the Company. The ESPP purchases stock bi-annually for participants through a third party plan administrator. None of the NEOs are currently eligible to purchase shares through the plan.

Executive and Non-Employee Director Stock Ownership Policy

The Company has a stock ownership policy in place for all corporate officers, including the NEOs and Directors. This reflects the Company’s conviction that all senior executives should have meaningful actual share ownership positions in the Company in order to reinforce the alignment of management and shareholder interests. The ownership policy was adopted by the Board in July 2007. The Compensation Committee periodically reviews the policy requirements to ensure they continue to be reasonable and competitive.

The ownership requirements are:


Position	Market Value of Stock Owned	Expected Time Period to Comply

Non-Employee Directors	2 times annual cash fees paid	5 years

Chief Executive Officer	2 times annual salary, including bonus	3 years

Corporate Officers	2 times annual salary, including bonus	5 years

Stock owned includes shares owned outright, including 401(k) Plan shares, but does not include stock options. As of May 31, 2016, the chief executive officer and all corporate officers, including the named executive officers, were at or above the applicable stock ownership requirement or within the expected time period to comply, with the exception of Dr. Jennifer Rice, Vice President & Senior Research Director. Dr. Rice has committed to increasing her required share ownership position during the next fiscal year and the Board has agreed to extend the time period for her to be in compliance with the ownership requirements. All non-employee directors, with the exception of Dr. Clayton Yeutter, who is not standing for re-election to the Board when his term expires at the Annual Meeting, were at or above the applicable stock ownership requirement, or within the expected time period to comply.

Employment Agreements and Severance Policy

The Company does not provide employment or severance agreements. The Company maintains a discretionary severance practice for all eligible employees, which could potentially include the NEOs. The discretionary practice provides for payments as determined by the Company as circumstances warrant.

Chief Executive Officer Compensation

Compensation Information: For purposes of its review of Mr. Herbert’s pay in fiscal 2016, the Compensation Committee considered the following criteria:

•

The success of the Company in the past year;

•

The success of the Company over an extended period; and

•

The importance of Mr. Herbert to the continued success of the Company.

Base Salary: Mr. Herbert’s salary was increased from $400,000 to $425,000 in the 2016 fiscal year. Base salary determinations included consideration of the level of business performance in fiscal 2015, historical base salary increases and time in the position and also considered all forms of compensation earned, including long-term incentive compensation.

Annual Bonus: Mr. Herbert, based on his accomplishments during the year, achieved 88% of his fiscal 2016 bonus objectives, resulting in a $175,000 payout. Mr. Herbert’s bonus payout was $180,000 for the fiscal 2015 year.

COMPENSATION COMMITTEE REPORT

The Compensation Committee of the Board has reviewed and discussed with management the Compensation Discussion and Analysis and, on the basis of such review and discussions, has recommended to the Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

Submitted by:

Thomas H. Reed

Jack C. Parnell

William T. Boehm, Ph.D.

Members of the Compensation Committee

EXECUTIVE COMPENSATION

The table sets forth information regarding all elements of the compensation paid to the Company’s principal executive officers, principal financial officer and two other most highly compensated executive officers (the “NEOs”) for fiscal years 2014, 2015 and 2016.

Summary Compensation Table


Name and Principal Position	Year		Salary		Bonus (1)		Option Awards (2)		Non-Equity Incentive Plan Compensation (3)		All Other Compensation (4)		Total
James L. Herbert		2016	$	425,000	$	175,000	$	1,248,811	$	—	$	14,464	$	1,863,275
Chairman & Chief Executive Officer		2015		400,000		180,000		1,126,006		—		14,000		1,720,006
Chairman & Chief Executive Officer		2014		370,000		162,000		879,185		—		10,063		1,421,248

Richard E. Calk, Jr.		2016		340,000		184,000		223,471		—		7,214		754,685
President & Chief Operating Officer (5)		2015		161,156		—		169,878		—		207		331,241

Steven J. Quinlan		2016		210,000		56,000		368,071		—		8,647		642,718
Vice President & Chief Financial Officer		2015		200,000		33,000		213,348		—		8,279		454,627
Vice President & Chief Financial Officer		2014		191,000		42,000		131,877		—		7,540		372,417

Edward L. Bradley		2016		180,000		38,000		374,643		—		7,924		600,567
Vice President,		2015		177,000		37,000		337,802		—		7,494		559,296
Food Safety		2014		167,000		28,000		271,081		—		6,517		472,598

Terri A. Morrical		2016		180,000		75,000		381,216		—		7,497		643,713
Vice President, Animal Safety		2015		173,000		65,000		337,802		—		7,214		583,016
Vice President, Animal Safety		2014		165,000		48,000		263,755		—		6,597		485,352

(1)	SEC rules require separation of the discretionary and formulaic aspects of annual bonus payments into the two separate columns—Bonus and Non-Equity Incentive Plan Compensation.

(2)

Calculations use grant-date fair value based on Codification Topic 718 for the 2014, 2015 and 2016 stock option grants. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period. For information on valuation assumptions, see “Compensation Discussion and Analysis—Compensation Elements—Long-term Incentive Compensation.”

(3)	In fiscal 2014, 2015 and 2016 all NEOs bonuses were discretionary, and are listed under Bonus.

(4)	Includes 401(k) Plan matching contributions and value of group term life insurance. See “Compensation Discussions and Analysis—Compensations Elements” for additional information on these amounts.

(5)

Mr. Calk joined the Company on December 8, 2014 at an annual salary of $335,000. In fiscal 2016, he was paid a bonus of $134,000, based on attainment of agreed upon objectives through November 30, 2015, per his offer letter. In fiscal 2017, he received an additional $25,000 bonus related to his performance in 2016. He also received, per the terms of his offer letter, a payment of $25,000 in January 2016 upon his relocation to Lansing, Michigan.

The following table sets forth the fiscal 2016 compensation cost recognized for fiscal 2016 awards or the portion of awards vested in fiscal 2016 from prior grants as shown in the “Option Awards” column:

Option Awards


Name	2016 Awards		2015 Awards		2014 Awards		2013 Awards		2012 Awards		Total
James L. Herbert	$	347,568	$	357,709	$	164,639	$	101,017	$	36,799	$	1,007,732
Richard E. Calk, Jr.		62,196		59,708		—		—		—		121,904
Steven J. Quinlan		102,441		67,777		24,696		12,627		3,470		211,011
Edward L. Bradley		104,270		107,313		50,764		30,307		11,375		304,029
Terri A. Morrical		106,100		107,313		49,392		30,307		10,704		303,816

The following table indicates the “mix” of total direct compensation for the NEOs in 2016 based on salary, total bonus payment and the Codification Topic 718 compensation expense of 2016 option awards:


Name	Salary		Annual Bonus		Stock Option Grant-Date Value using Black-Scholes (1)
James L. Herbert	$	425,000	$	175,000	$	1,248,811
Richard E. Calk, Jr. (2)		340,000		92,000		223,471
Steven J. Quinlan		210,000		56,000		368,071
Edward L. Bradley		180,000		38,000		374,643
Terri A. Morrical		180,000		75,000		381,216

(1)	Calculations use grant-date fair value based on Codification Topic 718 for 2016 stock option grants. For purposes of this table, the calculations do not attribute the compensation cost to the requisite vesting period.

(2)

Mr. Calk joined the Company on December 8, 2014 at an annual salary of $335,000. In fiscal 2016, he was paid a bonus of $134,000, based on attainment of agreed upon objectives through November 30, 2015, per his offer letter. Of that amount, $67,000 related to his performance in fiscal 2016. In fiscal 2017, he received an additional $25,000 bonus related to his performance in 2016.

Grants of Plan-Based Awards

The following table sets forth additional information regarding the range of option awards granted to the NEOs in the year ended May 31, 2016 that are disclosed in the Summary Compensation Table.


Name	Grant Date (1)		Number of Securities Underlying Options		Exercise of Base Price of Options Awards (2)		Closing Market Price on Date of Grant		Grant-date Fair Value of Options Awards (3)
James L. Herbert		10/8/2015		95,000	$	47.12	$	47.12	$	1,248,811
Richard E. Calk, Jr.		10/8/2015		17,000		47.12		47.12		223,471
Steven J. Quinlan		10/8/2015		28,000		47.12		47.12		368,071
Edward L. Bradley		10/8/2015		28,500		47.12		47.12		374,643
Terri A. Morrical		10/8/2015		29,000		47.12		47.12		381,216

(1)	Represents the date the grants were made.

(2)	In accordance with the terms of the 2015 Plan, these options were granted at 100% of the closing market price on the day of the grant. Options have a five-year term and generally become exercisable as to 20% of the shares on each of the five anniversary dates of the grant.

(3)	Represents grant-date value based on Codification Topic 718 for the option grants. For information on valuation assumptions, see “Compensation Discussion and Analysis—Compensation Elements—Long-term, Incentive Compensation.”

Outstanding Equity Awards at Fiscal Year-End

This table sets forth information regarding unexercised options that were held by the NEOs at May 31, 2016.


Name	Number of Securities Underlying Unexercised Options Exercisable (1)		Number of Securities Underlying Unexercised Options Unexercisable (1)		Option Exercise Price		Option Expiration Date
James L. Herbert		—		16,501	$	23.07		9/29/2016
		11,150		36,001		28.67		10/4/2017
		36,000		54,000		36.07		8/30/2018
		19,000		76,000		39.61		10/31/2019
		—		95,000		47.12		11/08/2020

		66,150		277,502

Richard E. Calk, Jr.		2,600		10,400	$	43.67		1/7/2020
		—		17,000		47.12		11/8/2020

		2,600		27,400

Steven J. Quinlan		1,500		1,500	$	23.07		9/29/2016
		3,750		4,500		28.67		10/4/2017
		5,400		8,100		36.07		8/30/2018
		3,600		14,400		39.61		10/31/2019
		—		28,000		47.12		11/08/2020

		14,250		56,500

Edward L. Bradley		20,400		5,101	$	23.07		9/29/2016
		16,200		10,801		28.67		10/4/2017
		11,100		16,650		36.07		8/30/2018
		5,700		22,800		39.61		10/31/2019
		—		28,500		47.12		11/8/2020

		53,400		83,852

Terri A. Morrical		4,801		4,799	$	23.07		9/29/2016
		16,200		10,801		28.67		10/4/2017
		10,800		16,200		36.07		8/30/2018
		5,700		22,800		39.61		10/31/2019
		—		29,000		47.12		11/8/2020

		37,501		83,600

(1)	Vesting schedules for Incentive Stock and Non-Qualified Options are 20% of the shares on each of the first five anniversary dates of the grant.

Option Exercises and Stock Vested

This table sets forth information with respect to option exercises by the NEOs during fiscal 2016.


Name	Number of Shares Acquired on Exercise		Value Realized on Exercise (1)
James L. Herbert		125,350	$	3,526,827
Richard E. Calk, Jr.		—		—
Steven J. Quinlan		4,500		148,038
Edward L. Bradley		5,429		176,457
Terri A. Morrical		23,701		845,034

(1)	Represents the difference between the exercise price and the closing price of the Common Stock as reported on the NASDAQ-GS on the exercise date.

Pension Benefits

The Company sponsors no defined benefit plans, therefore, none of the NEOs participates in a defined benefit plan sponsored by the Company.

COMPENSATION OF DIRECTORS

This table sets forth information regarding compensation paid during fiscal 2016 to directors who were not employees.


Name	Fees Earned Or Paid In Cash		Option Awards (1)		All Other Compensation		Total
William T. Boehm, Ph.D.	$	44,000	$	34,759		—	$	78,759
Richard T. Crowder, Ph.D. (2)		42,000		34,759		—		76,759
A. Charles Fischer		40,500		34,759		—		75,259
Ronald D. Green, Ph.D .		38,500		34,759		—		73,259
G. Bruce Papesh		40,000		34,759		—		74,759
Jack C. Parnell		44,000		34,759		—		78,759
Thomas H. Reed		40,500		34,759		—		75,259
Clayton K. Yeutter, Ph.D.		41,000		34,759		—		75,759

(1)

Calculations use grant-date fair value based on Codification Topic 718 for the fiscal 2016 stock option grants. For purpose of this disclosure, the calculations do not attribute the compensation cost to the requisite vesting period. For information on valuation assumptions, see “Compensation Discussion and Analysis—Compensation Elements—Long-term Incentive Compensation.”

(2)	Dr. Crowder resigned from the Board effective April 30, 2016.

The following table sets forth the fiscal 2016 compensation cost recognized for fiscal 2016 awards to directors and the portion of awards vested in fiscal 2016 from prior grants as shown in the “Option Awards” column.

Option Awards


Name	2016 Awards		2015 Awards		2014 Awards		Total
William T. Boehm, Ph.D.	$	14,381	$	14,539	$	9,011	$	37,931
Richard T. Crowder, Ph.D. (1)		14,381		14,539		9,011		37,931
A. Charles Fischer		14,381		14,539		9,011		37,931
Ronald D. Green, Ph.D.		14,381		24,230		—		38,611
G. Bruce Papesh		14,381		14,539		9,011		37,931
Jack C. Parnell		14,381		14,539		9,011		37,931
Thomas H. Reed		14,381		14,539		9,011		37,931
Clayton K. Yeutter, Ph.D.		14,381		14,539		9,011		37,931

(1)	Dr. Crowder resigned from the Board effective April 30, 2016.

The grant-date fair value of the stock option awards granted in fiscal 2016, the compensation cost recognized for fiscal 2016 grants, and outstanding option awards at May 31, 2016 were:


Name	Grant-Date Fair Value based Codification Topic 718 for 2016 Grants		Compensation Cost Recognized for 2016 Grants		Option Awards Outstanding at May 31, 2016
William T. Boehm, Ph.D.	$	34,759	$	14,381		22,500
Richard T. Crowder, Ph.D. (1)		34,759		14,381		—
A. Charles Fischer		34,759		14,381		22,500
Ronald D. Green, Ph.D.		34,759		14,381		8,000
G. Bruce Papesh		34,759		14,381		42,750
Jack C. Parnell		34,759		14,381		18,000
Thomas H. Reed		34,759		14,381		31,500
Clayton K. Yeutter, Ph.D.		34,759		14,381		38,250

(1)	Dr. Crowder resigned from the Board effective April 30, 2016.

All non-employee Directors are granted non-qualified options to purchase 5,000 shares of Common Stock when first elected to the Board and are granted non-qualified options to purchase 3,000 shares of Common Stock upon subsequent election to, or commencement of annual service on, the Board. The options expire ten years after the date of grant and vest over three years in equal annual installments commencing with the first anniversary of the date of grant. Non-employee Directors receive an annual retainer; through the first two quarters of fiscal 2015, the annual retainer was $24,000. Effective December 1, 2014, the annual retainer was increased to $32,000 (paid quarterly). Each Director also receives $1,000 for each Board meeting and $500 for each committee meeting attended. All directors receive reimbursement for all ordinary travel expenses related to attendance at Board or committee meetings.

AUDIT COMMITTEE REPORT

The undersigned constitute the Audit Committee of the Board of the Company. The Audit Committee serves in an oversight capacity and is not intended to be part of the Company’s operational or managerial decision-making process. Management is responsible for the preparation, integrity and fair presentation of information in the consolidated financial statements, the financial reporting process and internal control over financial reporting. The Company’s independent registered public accounting firm is responsible for performing independent audits of the consolidated financial statements and an audit of management’s assessment of internal control over financial reporting. The Audit Committee monitors and oversees these processes. The Audit Committee also approves the selection and appointment of the Company’s independent registered public accounting firm and recommends the ratification of such selection and appointment to the shareholders.

In this context, the Audit Committee met and held discussions with management and BDO throughout the year and reported the results of our activities to the Board. Specifically the following were completed:

•

Reviewed and discussed the audited financial statements for the fiscal year ended May 31, 2016 with the Company’s management;

•

Discussed with BDO the matters required to be discussed by AS1301 (Codification of Statements on Auditing Standards), as amended; and

•

Received written disclosure regarding independence from BDO as required by applicable requirements of the PCAOB for independent auditor communications with audit committees concerning their independence and discussed with BDO its independence.

Based on the above, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s fiscal year 2016 annual report on Form 10-K and the Company’s annual report to shareholders.

Submitted by:

Clayton K. Yeutter, Ph.D.

Thomas H. Reed

William T. Boehm, Ph.D.

Members of the Audit Committee

ADDITIONAL INFORMATION

Shareholder Proposals for the 2017 Annual Meeting

Shareholder proposals intended to be presented at the 2017 annual meeting of shareholders and that a shareholder would like to have included in the Proxy Statement and form of proxy relating to that meeting must be received by the Company at its principal executive offices at 620 Lesher Place, Lansing, Michigan, 48912 for consideration no later than May 5, 2017 to be considered for inclusion in the proxy statement and form of proxy related to that meeting. Such proposals of shareholders should be made in accordance with Rule 14a-8 under the Securities Exchange Act of 1934. All other proposals of shareholders that are intended to be presented at the 2017 annual meeting must be received by the Company no later than May 5, 2017 or they will be considered untimely.

Under our Bylaws, proposals of shareholders intended to be submitted to a formal vote (other than proposals to be included in our proxy statement) at the 2017 annual meeting may be made only by a shareholder of record who has given notice of the proposal to the Secretary of the Company at our principal executive offices no earlier than 90 days and no later than 60 days prior to the anniversary of the preceding year’s annual meeting; provided, however that in the event that the date of the annual meeting is advanced by more than 30 days or delayed by more than 60 days from such anniversary date or if the Company has not previously held an annual meeting, notice by the shareholder to be timely must be given no earlier than 90 days prior to such annual meeting and no later than 60 days prior to such annual meeting or the 10 ^th day following the day on which public announcement of the date of such meeting is first made by the Company. The notice must contain certain information as specified in our Bylaws. Assuming that our 2017 annual meeting is not advanced by more than 60 days from the anniversary date of the 2016 annual meeting, we must receive notice of an intention to introduce a nomination or other item of business at the 2017 annual meeting after July 8, 2017, and no later than August 7, 2017.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires beneficial owners of more than 10% of the Company’s common stock, among others, to file reports with respect to changes in their ownership of common stock. During fiscal 2016, to the Company’s knowledge, none of the directors, executive officers and 10% shareholders of the Company failed to comply with the requirements of Section 16(a).

Other Actions

At this time, no other matter other than those referred to above is known to be brought before the meeting. If any additional matter(s) should properly come before the meeting, it is the intention of the persons named in the enclosed proxy to vote said proxy in accordance with their judgment on such matter(s).

Notice of Internet Availability of Proxy Materials

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on October 6, 2016. See http//www.neogen.com/Corporate/invest.html for a copy of the 2016 proxy statement and annual report.

Expenses of Solicitation

The cost of solicitation of proxies for the Annual Meeting is being paid by the Company. In addition to solicitation by mail, proxies may be solicited by officers, directors and regular employees of the Company personally, by telephone or other means of communication. The Company will, upon request, reimburse brokers and other nominees for their reasonable expenses in forwarding the proxy material to the beneficial owners of the stock held in street name by such persons.

By Order of the Board,

LOGO

Steven J. Quinlan

Secretary

August 31, 2016

LOGO

PROXY

NEOGEN CORPORATION

Annual Meeting of Shareholders—October 6, 2016

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned hereby appoints James L. Herbert, with full power to appoint his substitute, attorneys and proxies to represent the shareholder and to vote and act with respect to all shares that the shareholder would be entitled to vote on all matters which come before the annual meeting of THIS shareholders PROXY of IS Neogen SOLICITED Corporation ON BEHALF referred OF to THE above BOARD and at any OF DIRECTORS adjournment .of IF that THIS meeting PROXY . IS PROPERLY EXECUTED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO SPECIFICATIONS ARE MADE, THE SHARES WILL BE VOTED FOR PROPOSALS 1 THROUGH 3 ON THIS PROXY. THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED IN THE DISCRETION OF THE PROXY HOLDERS ON ANY MATTER NOT OTHERWISE COVERED HEREBY, INCLUDING SUBSTITUTION OF DIRECTOR NOMINEES, WHICH MAY COME BEFORE THE MEETING.

(Continued and to be signed on the reverse side)

1.1 14475

LOGO

ANNUAL MEETING OF SHAREHOLDERS OF

NEOGEN CORPORATION

October 6, 2016

GO GREEN e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

Please sign, date and mail your proxy card in the envelope provided as soon as possible.

Please detach along perforated line and mail in the envelope provided. ————————

20433000000000000000 5 100616

THE BOARD OF DIRECTORS RECOMMENDS “FOR” THE LISTED NOMINEES AND PROPOSALS 2 AND 3. x PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR VOTE IN BLUE OR BLACK INK AS SHOWN HERE

1. ELECTION OF DIRECTORS FOR AGAINST ABSTAIN

2. TO APPROVE, BY NON-BINDING ADVISORY VOTE, THE

NOMINEES: COMPENSATION OF EXECUTIVES.

FOR ALL NOMINEES O William T. Boehm 3. RATIFICATION OF APPOINTMENT OF BDO USA LLP AS THE O Jack C. Parnell COMPANY’S INDEPENDENT REGISTERED CERTIFIED WITHHOLD AUTHORITY O James P. Tobin PUBLIC ACCOUNTING FIRM.

FOR ALL NOMINEES O James C. Borel SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE FOR (See ALL instructions EXCEPT below) MEETING OR ANY ADJOURNMENT THEREOF.

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:

To indicate changes change your to the the new address registered address on name(s) your in the account, address on the please account space check above. may not the Please be box submitted at note right and that via this method.

Signature of Shareholder Date: Signature of Shareholder Date:

Note: Please title as such. sign exactly If the signer as your is a name corporation, or names please appear sign on full this corporate Proxy. When name shares by duly are authorized held jointly, officer, each giving holder full should title as sign. such. When If signer signing is a as partnership, executor, please administrator, sign in attorney, partnership trustee name or by guardian, authorized please person. give full

LOGO

NEOGEN CORPORATION

October 6, 2016 PROXY VOTING INSTRUCTIONS

INTERNET—Access “www.voteproxy.com” and follow the on-screen instructions or scan the QR code with your smartphone. Have your proxy card available when you access the web page.

TELEPHONE—Call toll-free 1-800-PROXIES (1-800-776-9437) in the United States or 1-718-921-8500 from foreign countries from any touch-tone telephone and follow the instructions. Have your proxy card available when you call.

Vote online/phone until 11:59 PM?EST?the day before the meeting. MAIL—Sign, date and mail your proxy card in the envelope provided as soon as possible.

IN?PERSON—You may vote your shares in person by attending the Annual Meeting.

GO GREEN—e-Consent makes it easy to go paperless. With e-Consent, you can quickly access your proxy material, statements and other eligible documents online, while reducing costs, clutter and paper waste. Enroll today via www.amstock.com to enjoy online access.

COMPANY NUMBER ACCOUNT NUMBER

Please detach along perforated line and mail in the envelope provided IF you are not voting via telephone or the Internet.

20433000000000000000 5 100616

1. ELECTION OF DIRECTORS: 2. TO COMPENSATION APPROVE, BY OF NON-BINDING EXECUTIVES. ADVISORY VOTE, THE FOR AGAINST ABSTAIN

NOMINEES: 3. RATIFICATION OF APPOINTMENT OF BDO USA LLP AS THE FOR ALL NOMINEES O O William Jack C. T. Parnell Boehm COMPANY’S INDEPENDENT REGISTERED CERTIFIED WITHHOLD AUTHORITY O James P. Tobin PUBLIC ACCOUNTING FIRM.

FOR ALL NOMINEES O James C. Borel SUCH OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE FOR ALL EXCEPT MEETING OR ANY ADJOURNMENT THEREOF.

(See instructions below)

INSTRUCTIONS: To withhold authority to vote for any individual nominee(s), mark “FOR ALL EXCEPT” and fill in the circle next to each nominee you wish to withhold, as shown here:

JOHN SMITH 1234 MAIN STREET APT. 203 NEW YORK, NY 10038

Signature of Shareholder Date: Signature of Shareholder Date:

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