BIO-RAD LABORATORIES, INC. - 20162019 Proxy Statement    910

Information About the Board of Directors and Corporate Governance

CONTROLLED COMPANY

Because the Schwartz family holds more than 50% of our Voting Power and the votes necessary to elect a majority of our Board of Directors through its ownership of our Class B Common Stock, we are a “controlled company” for purposes of the New York Stock Exchange listing standards.

INDEPENDENT DIRECTORS

Louis Drapeau, Joel McComb, Deborah J. NeffJeffrey L. Edwards, Gregory K. Hinckley, Melinda Litherland and Robert M. MalchioneArnold A Pinkston are “independent” directors, as determined in accordance with the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the New York StockState Exchange Listed Company Manual.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has an Audit Committee, a Compensation Committee and a CompensationLegal and Regulatory Compliance Committee. Because we are a “controlled company,” as explained above, our Board of Directors has no nominating committee or other committees performing similar functions. Our Board of Directors also may from time to time appoint other special committees formed for a particular purpose.

*Chair

     AUDIT COMMITTEE

During 2015 our2018, the Audit Committee was composedcomprised of Louis Drapeau, Deborah J. NeffJeffrey L. Edwards, Gregory K. Hinckley and Robert M. Malchione. All three current Audit Committee membersMelinda Litherland, all of whom are “independent” directors, as stated above, and each is able to read and understand fundamental financial statements, including a company’s balance sheet, income statement and cash flow statement. Our Board of Directors has determined that Mr. Drapeaueach of Jeffrey L. Edwards, Gregory K. Hinckley and Melinda Litherland is aan audit committee financial expert.

Our Board of Directors adopted a new Audit Committee Charter on March 11, 2004 and amended it most recently on July 22, 2009, March 28, 2012, March 19, 2014 and February 17, 2016,21, 2018, a copy of which is available at the Corporate Governance section of our Web site, www.bio-rad.com. As set forth in the Audit Committee Charter, the purpose of our Audit Committee is to assist our Board of Directors with its oversight responsibilities regarding: (i) the integrity of our financial statements; (ii) our compliance with legal and regulatory requirements; (iii) our independent auditor’s qualifications and independence; and (iv) the performance of our internal audit function and independent auditor.

Our Audit Committee is directly responsible for the appointment, compensation, retention and oversight of the work of any independent auditor we engage, including resolution of any disagreements between our management and the independent auditor regarding financial reporting, and is responsible for reviewing and evaluating our accounting policies and system of internal accounting controls. In addition, our Audit Committee reviews the scope of our independent auditor’s audit of our financial statements, reviews and discusses our audited financial statements with management, prepares the annual Audit Committee reports that are included in our proxy statements and annually reviews the Audit Committee’s performance and the Audit Committee Charter, among other responsibilities. Our Audit Committee has the authority to obtain advice and assistance from, and receive appropriate funding from us for, any independent counsel, experts or advisors that the Audit

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Committee believes to be necessary or appropriate in order to enable it to carry out its duties. Our Audit Committee Charter and Corporate Governance Guidelines provide that the members of the Audit Committee may not serve

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on the audit committees of the boards of directors of more than two other companies at the same time as they are serving on our Audit Committee unless our Board of Directors determines that such simultaneous service would not impair the ability of such member to effectively serve on our Audit Committee. Our Audit Committee met 10fourteen times in 2015.2018. A more complete discussion is provided in the “Report of the Audit Committee of the Board of Directors” of this proxy statement.

     COMPENSATION COMMITTEE

In 2015 ourDuring 2018, the Compensation Committee was composedcomprised of Louis DrapeauJeffrey L. Edwards and Deborah J. Neff.Melinda Litherland. The Compensation Committee met five times in 20152018 to make determinations regarding compensation for the senior management team. Mr. DrapeauEdwards and Ms. NeffLitherland are both “independent” directors, as stated above, and meet the definitions of an “outside director” within the meaning of Section 162(m) of the Internal Revenue Code and a “non-employee director” within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. Our Board of Directors adopted a Compensation Committee charter on July 24, 2013 and amended it most recently on March 23, 2016.October 25, 2017, a copy of which is available at the Corporate Governance section of our Web site, www.bio-rad.com. The Compensation Committee has overall responsibility for evaluating and approving certain elements of the compensation of our executives. A discussion of the Compensation Committee’s duties and functions is provided in the “Compensation Discussion and Analysis” section of this proxy statement.

     COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No member of our Compensation Committee was at any time during 20152018 or at any other time an officer or employee of the Company, and no member had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K promulgated by the Securities and Exchange Commission.

None of our executive officers has served on the board of directors or compensation committee of any other entity that has or has had an executive officer who served as a member of our Board of Directors or Compensation Committee during 2015.2018.

LEGAL AND REGULATORY COMPLIANCE COMMITTEE

     The Legal and Regulatory Compliance Committee was formed on April 26, 2017. During 2018, the Legal and Regulatory Compliance Committee was composed of Gregory K. Hinckley, Jeffrey L. Edwards and Arnold A. Pinkston. The Legal and Regulatory Compliance Committee met four times in 2018. Our Board of Directors adopted a Legal and Regulatory Compliance Committee charter on April 26, 2017 and amended it on February 20, 2019, a copy of which is available at the Corporate Governance section of our Web site, www.bio-rad.com. The Legal and Regulatory Compliance Committee has responsibility for assisting the Board with its oversight of (i) the Company’s compliance with the Foreign Corrupt Practices Act of 1977 and other anti-corruption, anti-kickback and false-claims laws, (ii) the Company’s Compliance Program and related compliance policies, and (iii) the Company’s cybersecurity risk management programs and reviewing with management the Company’s cybersecurity, data privacy and other risk relevant to the Company’s information technology controls and security.

NOMINATING COMMITTEE FUNCTIONS

Our Board of Directors does not have a standing nominating committee or a committee performing similar functions. Because we are a “controlled company” as stated above, we are not required to have a standing nominating committee comprised solely of independent directors. Our Board of Directors believes that it is appropriate for us not to have a standing nominating committee because we are controlled by the Schwartz family. Notwithstanding this, each member of our Board of Directors participates in the consideration of director nominees. Joel McComb, Louis Drapeau, Deborah J. NeffGregory K. Hinckley, Jeffrey L. Edwards, Melinda Litherland and Robert M. MalchioneArnold A. Pinkston are all “independent” directors, as stated above; Alice N. Schwartz and Norman Schwartz are not.

Our Board of Directors has not adopted a charter governing the director nomination process. However, it is the policy of our Board of Directors to consider stockholder nominations for candidates for membership on our Board of Directors that are properly submitted as set forth below under the caption “Communications with the Board of Directors” and the section titled “Stockholder Proposals.” The stockholder must submit a detailed resume of the candidate together with a written explanation of the reasons why the stockholder believes that the candidate is qualified to serve on our Board of Directors. In addition, the stockholder must include the written consent of the candidate, provide any additional information about the candidate that is required to be included in a proxy statement pursuant to the rules and regulations of the Securities and Exchange Commission and the Company’s Amended and Restated Bylaws, and must also describe any arrangements or undertakings between the stockholder and the candidate regarding the nomination.

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DIRECTOR QUALIFICATIONS

The director qualifications our Board of Directors has developed to date focus on what our Board of Directors believes to be those competencies that are essential for effective service on our Board of Directors. Qualifications for Directors include technical, operational and/or economic knowledge of our business and industries; experience in operational, financial and/or administrative management; financial and risk management acumen; and experience in or familiarity with international business, markets and cultures, technological trends and developments, and corporate securities and tax laws. While a candidate may not possess every one of these qualifications, his or her background should reflect many of these qualifications. In addition, a candidate should possess integrity and commitment according to the highest ethical standards; be consistently available and committed to attending meetings; be able to challenge and share ideas in a positive and constructively critical manner; and be responsive to our needs and fit in with other Board members from a business culture perspective.

Our Board of Directors identifies director nominees by first evaluating the current members of our Board of Directors who are willing to continue in service. Current members with qualifications and skills that are consistent with our Board of Directors’ criteria for Board service are re-nominated. As to new candidates, our Board of Directors generally polls its members and members of our management for their recommendations. Our Board of Directors may also review the composition and qualification of the boards of our competitors, and may seek input from industry experts or analysts. Our Board of Directors reviews the qualifications, experience and background of the candidates, and as discussed below, considers diversity in these areas among all the Board members. In making its determinations, our Board of Directors evaluates each individual in the context of the Board as a whole, with the objective of assembling a group that can best perpetuate our success and represent stockholder interests through the exercise of sound judgment. Any recommendations properly submitted by stockholders will be processed and are subject to the same criteria as any other candidates.

Each of the nominees included in the enclosed proxy card(s) was recommended for inclusion by all of the other members of our Board of Directors.

DIVERSITY

We do not have a formal policy regarding consideration of diversity in selecting the nominees for our Board of Directors; however, we seek to nominate Directors with a variety of complementary skills so that as a group, the Board will possess the appropriate talent, skills and expertise to oversee our businesses. As set forth above, the qualifications we look for in nominees for Directors (both new candidates and current Board members) include technical and operational knowledge of our business and industries; experience in operational, financial and/or risk management; and familiarity with international business, markets and cultures, as well as corporate securities and tax laws. Because not every nominee will possess all of these qualifications, our Board considers diversity in these factors when evaluating each nominee in the context of the Board as a whole.

BOARD LEADERSHIP AND RISK OVERSIGHT

Our Board of Directors does not have a policy regarding the separation of the roles of Chief Executive Officer and Chairman of the Board as the Board believes it is in the best interest of the Company to make that determination based on the position and direction of the Company and the membership of the Board. Our Board of Directors has determined that having Norman Schwartz serve as Chief Executive Officer and Chairman of the Board is in the best interest of the Company’s stockholders at this time. This structure permits Mr. Schwartz to manage our day-to-day operations and the oversight of the Board’s activities efficiently.

Our Corporate Governance Guidelines provide that in the absence of an independent Chairman of the Board, the designation of a Lead Independent Director facilitates Board processes and controls and strengthens the cohesiveness and effectiveness of the Board as a whole. The duties of the Lead Independent Director set forth in our Corporate Governance Guidelines include the following: (i) preparing the agenda for, calling and presiding over executive sessions of the independent directors; (ii) serving as a sounding board for the Chairperson and, on certain matters, acting as a liaison between the independent directors and the Chairperson; (iii) in the event of the absence or the incapacity of the Chairperson, presiding over Board meetings and acting as the spokesperson for the Board, and if requested by the Board, being available for consultation and direct communication with major stockholders; (iv) providing his/her unique perspective, as Lead Independent Director, to the Compensation Committee in connection with its annual formal evaluation of the CEO’s performance; (v) having the capacity to suggest to the Chairperson that particular items be placed on the final agenda of each Board meeting; (vi) informally consulting with other directors from time to time regarding the number and length of Board meetings, the quality, quantity, timeliness, scope and organization of pre-meeting materials and Board meeting presentations and providing appropriate suggestions regarding the same to the Chairperson; (vii) receiving notice of all committee meetings and having the ability to attend and observe (in an ex-officio capacity) from time to time committee meetings where appropriate to facilitate the execution of the Lead Independent Director’s duties; (viii) in appropriate circumstances, upon consultation with the Board, providing counsel to the Chairperson with respect to the retention of consultants, legal

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counsel or other independent advisors that may assist the Board in the performance of its duties from time to time; and (ix) performing such other functions as directed by the independent directors from time to time. Gregory K. Hinckley is currently the Lead Independent Director.

Companies face a variety of risks, including credit risk, liquidity risk and operational risk. The Board of Directors believes an effective risk management process will timely identify the material risks that the Company faces, communicate necessary information with respect to material risks to senior executives and, as appropriate, to the Board of Directors or the relevant Board committee, implement appropriate and responsive risk management strategies consistent with the Company’s risk profile and integrate risk management into the Company’s decision-making. Our entire Board of Directors oversees general risk management of the Company and continually works, with the input of the Company’s executive officers, to assess and analyze the most likely areas of future risk for the Company. The Board of Directors also encourages management to promote a corporate culture that incorporates risk management into the Company’s corporate strategy and day-to-day business operations. In addition, our Audit Committee assists our Board of Directors with oversight of the Company’s financial statements and compliance with legal and regulatory requirements. Also, the Legal and Regulatory Compliance Committee assists the Board with its oversight of (i) the Company’s compliance with the Foreign Corrupt Practices Act of 1977 and other anti-corruption, anti-kickback and false-claims laws, (ii) the Company’s Compliance Program and related compliance policies, and (iii) the Company’s cybersecurity risk management programs and reviewing with management the Company’s cybersecurity, data privacy and other risk relevant to the Company’s information technology controls and security. We believe that the leadership structure of our Board of Directors supports effective oversight of the Company’s risk management.

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BOARD AND STOCKHOLDER MEETING ATTENDANCE

During 2015,2018, our Board of Directors held a total of 11seven meetings (including regularly scheduled and special meetings), and no director attended fewer than 75% of such meetings and meetings of any committee on which such director served. Every member of our Board of Directors that is standing for re-election is expected to attend our annual meeting of stockholders in person, absent extraordinary circumstances such as a personal emergency. All of our directors who were serving at the time of our annual meeting of stockholders last year attended the annual meeting in person.person except for Arnold A. Pinkston who was not able to attend due to a family emergency.

TRANSACTIONS WITH RELATED PERSONS

We maintain various policies and procedures relating to the review, approval, or ratification of transactions in which we are a participant and in which any of our directors, executive officers, greater than 5% stockholders or their family members have a direct or indirect material interest. Our Management Guidelines provide that any transaction proposed, initiated or approved by our employees that poses an actual or potential conflict of interest requires the prior written approval of our Chief Executive Officer. In addition, our Board or certain executive officers, depending on the dollar value of the transaction, review and approve all material transactions through the expenditure approval procedures set forth in the Management Guidelines. Our Code of Business Ethics and Conduct, which applies to all of our directors, officers, employees, and in some cases, their family members, prohibits arrangements, agreements and acts which are, or may give the impression of being, conflicts of interest with us.us and requires prompt disclosure to the Corporate Compliance Department and the individual's manager, if applicable, of an actual or potential conflict of interest. In addition, eachwe have a Conflict of Interest Policy for Executive Officers and Directors which provides additional conflict of interest controls for our executive officers and directors. Each quarter we also require our regional sales managers and financial officers to sign and send a written representation letter to the corporate financial reporting group wherein they are asked to disclose any related party transactions of which they are aware. Also,In addition, each year we require our directors and executive officers to complete a questionnaire which, among other things, identifies transactions or potential transactions with us in which a director or an executive officer or one of their family members or associate entities has an interest. We also have a disclosure committee that meets quarterly to discuss, among other matters, potential conflicts of interest.

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Individuals, including stockholders, may contact an individual director, the Board as a group, or a specified Board committee or group, including the non-management directors or independent directors as a group, by writing to Attention: Corporate Secretary, Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547.

The Corporate Secretary will promptly forward all such communications to the Chairman of the Board. Louis DrapeauGregory K. Hinckley is currently the Lead Independent Director and presides over the meetings of our independent directors as a group.

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CORPORATE GOVERNANCE DOCUMENTS

Our commitment to good corporate governance is embodied in our Corporate Governance Guidelines. The Corporate Governance Guidelines set forth the Board’s processes and procedures to assist it in the exercise of its responsibilities and to serve the interests of the Company and its stockholders.

Our Corporate Governance Guidelines, along with our Code of Business Ethics and Conduct, Audit Committee Charter, Compensation Committee Charter, and AuditLegal and Regulatory Compliance Committee Charter are available at the Corporate Governance section of our Web site,www.bio-rad.com.Stockholders may also obtain a printed copy of these documents without charge by writing to the Corporate Secretary at the address indicated above.

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Item 2. Ratification of Selection of Independent Auditors

Our Board of Directors has selected KPMG LLP, independent registered public accountants, to serve as our auditors for the fiscal year ending December 31, 2016.2019. A representative of KPMG LLP is expected to be present at the Annual Meeting to make a statement if he or she desires to do so and to respond to appropriate questions.

Although we are not required to do so, we wish to provide our stockholders with the opportunity to express their opinion on the selection of auditors, and accordingly we are submitting a proposal to ratify the selection of KPMG LLP. If our stockholders should fail to ratify this proposal, our Board of Directors will consider the selection of another auditing firm.

Report of the Audit Committee of the Board of Directors

Our Audit Committee was established in 1992, and our Board of Directors adopted its Audit Committee charter on June 7, 2000. Our Board of Directors adopted a new Audit Committee Charter on March 11, 2004 and amended it most recently on July 22, 2009, March 28, 2012, March 19, 2014 and February 17, 2016,21, 2018, a copy of which is available at the Corporate Governance section of our Web site, www.bio-rad.com. During the fiscal year 2015,ended December 31, 2018, the Audit Committee was comprised of Louis Drapeau, Robert M. MalchioneJeffrey L. Edwards, Gregory K. Hinckley and Deborah J. Neff,Melinda Litherland, all of whom wereare “independent” directors, as determined in accordance with the independence standards set forth in Rule 10A-3 under the Securities Exchange Act of 1934, as amended, and Section 303A.02 of the New York Stock Exchange (“NYSE”) Listed Company Manual. Mr. Drapeau joined the Audit Committee on February 14, 2007. Ms. Neff joined the Audit Committee on April 24, 2013. Mr. Malchione joined the Audit Committee on April 22, 2014.

Our management is responsible for our internal controls and our financial reporting process. Our independent accountants are responsible for performing an independent audit of our consolidated financial statements in accordance with generally accepted accounting practices, attesting to the effectiveness of the Company’s internal control over financial reporting and issuing reports thereon. Our Audit Committee’s responsibility is to monitor and oversee these processes. The following is our Audit Committee’s report submitted to the Board of Directors for the fiscal year ended December 31, 2015.

2018.

Our Audit Committee has:

Based on the review and discussions referred to above, our Audit Committee recommended to our Board of Directors that the audited consolidated financial statements be included in our Annual Report on Form 10-K for the fiscal year ended December 31, 20152018 for filing with the Securities and Exchange Commission.

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AuditFees,Audit-RelatedFees,TaxFeesandAllOtherFees: Set forth below are the aggregate fees billed for professional services rendered for the fiscal years ended December 31, 20152018 and 20142017 by KPMG LLP.

			2015				2014
Audit Fees(1)			$ 6,905,000				$ 6,648,000
Audit-Related Fees(2)			16,000				12,000
Tax Fees(3)			0				16,000
All Other Fees(4)			981,000				1,088,000

(1)	Audit Fees included aggregate fees for professional services performed in connection with the audit of our annual consolidated financial statements and internal controls, the reviews of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, and the attestation services for the statutory audits of international subsidiaries.
(2)	Audit-Related Fees included aggregate fees for services rendered during the fiscal year for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.”
(3)	Tax Fees included aggregate fees for professional services performed in connection with tax planning and tax compliance.
(4)	All Other Fees included fees for services in connection with the enterprise resource planning platform.

	2018	2017
Audit Fees(1)	$ 10,074,000	$12,556,000
Audit-Related Fees(2)	0	0
Tax Fees(3)	6,300	0
All Other Fees(4)	113,000	462,000
(1) Audit Fees included aggregate fees for professional services performed in connection with the audit of our annual consolidated financial statements and internal controls, the reviews of our consolidated financial statements included in our Quarterly Reports on Form 10-Q, and the attestation services for the statutory audits of international subsidiaries. The fees incurred for KPMG LLP’s services for fiscal year 2017 are set forth in our 2018 Proxy Statement filed with the SEC on May 4, 2018, and have been updated in this 2019 Proxy Statement to reflect final amounts of fees incurred. Such fees for fiscal year 2018 are subject to subsequent adjustment in our 2020 Proxy Statement if final amounts billed differ from the current estimates. (2) Audit-Related Fees included aggregate fees for services rendered during the fiscal year for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” (3) Tax Fees included aggregate fees for professional services performed in connection with tax planning and tax compliance. (4) All Other Fees included fees for services to provide tax compliance requirements observations and recommendations related to the Company’s enterprise resource planning platform.

 

The Audit Committee pre-approves each and every service performed by our independent auditors, including the services described in each of the four subcategories above.

Our Audit Committee has considered whether the provision of services described above under the caption “Audit Fees, Audit-Related Fees, Tax Fees and All Other Fees” is compatible with maintaining our independent auditors’ independence, and has determined that the provision of such service to us does not compromise the independent auditor’s independence.

THE AUDIT COMMITTEE

 

Louis DrapeauMelinda Litherland
Robert M. MalchioneJeffrey L. Edwards
Deborah J. NeffGregory K. Hinckley

 

The Audit Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act, and shall not otherwise be deemed filed under these Acts.

 

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Item 3. Stockholder Proposal: Shareholder Proxy Access

The Board of Directors recommends that you vote AGAINST this Stockholder Proposal: Shareholder Proxy Access.

Bio-Rad is not responsible for the content of this stockholder proposal or the accuracy of the supporting statement.

James McRitchie and Myra K. Young, 9295 Yorkship Court, Elk Grove, CA 95758, beneficial owners of 25 shares of Bio-Rad common stock, have notified Bio-Rad that their designee, John Chevedden, intends to present the following proposal for consideration at the annual meeting:

“Proposal 3 - Shareholder Proxy Access

RESOLVED: Shareholders of Bio-Rad Laboratories, Inc. (the “Company”) ask the board of directors (the “Board”) to adopt, and present for shareholder approval, a “proxy access” bylaw as follows:

Require the Company to include in proxy materials prepared for a shareholder meeting at which directors are to be elected the name, Disclosure and Statement (as defined herein) of any person nominated for election to the board by a shareholder or an unrestricted number of shareholders forming a group (the “Nominator”) that meets the criteria established below.

Allow shareholders to vote on such nominee on the Company’s proxy card.

The number of shareholder-nominated candidates appearing in proxy materials should not exceed one quarter of the directors then serving or two, whichever is greater. This bylaw should supplement existing rights under Company bylaws, providing that a Nominator must:

a)	have beneficially owned 3% or more of the Company’s outstanding common stock, including recallable loaned stock, continuously for at least three years before submitting the nomination;
b)	give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission (SEC) rules about (i) the nominee, including consent to being named in proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the “Disclosure”); and
c)	certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator’s communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company’s proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business, not to change or influence control at the Company.

The Nominator may submit with the Disclosure a statement not exceeding 500 words in support of the nominee (the “Statement”). The Board should adopt procedures for promptly resolving disputes over whether notice of a nomination was timely, whether the Disclosure and Statement satisfy the bylaw and applicable federal regulations, and the priority given to multiple nominations exceeding the one-quarter limit. No additional restrictions that do not apply to other board nominees should be placed on these nominations or re-nominations.

Supporting Statement: Long-term shareholders should have a meaningful voice in nominating directors. The SEC’s universal proxy access Rule 14a- 11 (https://www.sec.gov/rules/final/2010/33-9136. pdf) was vacated, in part due to inadequate cost-benefit analysis.Proxy Access in the United States (http://www.cfapubs.org/doi/ pdf/10.2469/ccb.v2014.n9.1), a cost-benefit analysis by CFA Institute, found proxy access would “benefit both the markets and corporate boardrooms, with little cost or disruption,” raising US market capitalization by up to $140.3 billion. Public Versus Private Provision of Governance (http://ssrn.com/abstract=2635695) found a 0.5 percent average increase in shareholder value for proxy access targeted firms.

Enhance shareholder value. Vote for Shareholder Proxy Access – Proposal 3”

The Board of Directors recommends that you vote AGAINST this stockholder proposal.

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Executive Officers

Executive officers of Bio-Rad as of the date of this proxy statement are listed in the table below.

Name		Position with Bio-Rad as of December 31, 20152018			Age
Norman Schwartz		President, Chief Executive Officer and Chairman of the Board			66	69
Michael Crowley		Executive Vice President, Global Commercial Operations			54	57
Timothy S. Ernst	Executive Vice President, General Counsel and Secretary	59
John GoetzHertia	Executive Vice President and President, Clinical Diagnostics Group	63
Ronald W. Hutton	Vice President and Treasurer	61
Giovanni Magni	Executive Vice President and Chief OperatingStrategy Officer			66	62
Shannon Hall Christine A. Tsingos(1)	Executive Vice President and Chief Financial Officer	60
Annette Tumolo	Executive Vice President and President, Life Science Group	64

(1)		46
John Hertia		Executive Vice President and President, Clinical Diagnostics Group			60
Ronald W. Hutton		Vice President and Treasurer			58
Giovanni Magni		Executive Vice President and Chief Strategy Officer			59
Christine A.Ms. Tsingos		will retire from her position as Executive Vice President and Chief Financial Officer			57	effective April 5, 2019 but will continue to be employed by the Company until May 10, 2019 to assist with the transition of matters to Ilan Daskal, who will be the Company’s new Executive Vice President and Chief Financial Officer, effective April 6, 2019.

 

Biographical information regarding Norman Schwartz is provided in the preceding pages. Biographical information regarding Michael Crowley, John Goetz, Shannon Hall,our new Executive Vice President and Chief Financial Officer effective April 6, 2019 Ilan Daskal, Timothy S. Ernst, John Hertia, Ronald W. Hutton, Giovanni Magni, and Christine A. Tsingos and Annette Tumolo is set forth below.

     MICHAEL CROWLEY

Michael Crowley was appointed Executive Vice President, Global Commercial Operations in December 2014. Previously he was Vice President, Commercial Manager, Europe from 2012 to 2014 and Commercial Manager, Clinical Diagnostics Group, Europe from 2011 to 2012 and Division Manager of the Clinical Diagnostics Group North American Sales Organization from 2008 to 2011. Prior to that, he was the Clinical Diagnostics U.S. National Sales Manager since joining Bio-Rad in 1998.

ILAN DASKAL

     JOHN GOETZ

John Goetz was appointed Executive Vice President, Chief Operating Officer in September 2014. HeIlan Daskal was appointed Executive Vice President and PresidentChief Financial Officer, effective April 6, 2019. Prior to joining Bio-Rad, Mr. Daskal, age 54, was the Chief Financial Officer of Lumileds, a global leader in advanced lighting technology, from May 2017 to January 2019. From 2015 through 2016, Mr. Daskal held multiple short-term Chief Financial Officer roles with private and public companies including Aricent Inc., a global design and engineering company, Cepheid, a molecular diagnostic company, and SunEdison Inc., a renewable energy company. Prior to that, from 2008 to 2015, Mr. Daskal was the Clinical Diagnostics Group in 2012 and wasExecutive Vice President and Group Manager of the Clinical Diagnostics Group from 2000 to 2012. Previously, he held various positions within Bio-Rad since joining usChief Financial Officer at International Rectifier Corporation, a leader in 1974 including Plant Engineer, Manufacturing Manager, Division Manager, Quality Systems Division and Operations Manager of the Diagnostics Group.power management semi-conductor technology that was publicly traded until it was acquired by Infineon Technologies in 2015.

TIMOTHY S. ERNST

     SHANNON HALL

Shannon HallTimothy S. Ernst was appointed Executive Vice President, President, Life Science GroupGeneral Counsel and Secretary in October 2014.June 2016. Previously shehe was Senior Vice President, General Counsel and General ManagerSecretary of the Laboratory Separations Division, Life Science GroupBig Heart Pet Brands, a manufacturer and marketer of branded pet food products, from 20082014 to 2014.2015. Prior to that, she held various positions within our Life Science Group since joining Bio-Rad in 1992, including Division Marketing Managerhe was the Senior Vice-President, General Counsel and Secretary of eachDel Monte Foods, a manufacturer and marketer of consumer food products, from 2012 to 2014, and Associate General Counsel and Assistant Secretary of Del Monte Foods from 1995 to 2012. He was the Associate General Counsel of California and Hawaiian Sugar Company, a refiner and marketer of sugar and sugar products, from 1990 to 1995. He is a member of the Laboratory Separations DivisionCalifornia Bar and Gene Expression Division, Business Unit Marketing ManagerAssociation of the Molecular Biology Business Unit, as well as several product manager positions.Corporate Counsel.

     JOHN HERTIA

John Hertia was appointed Executive Vice President, President, Clinical Diagnostics Group, in August 2014. Previously he was Senior Vice President of Global Technology and Systems from 2010 to 2014, Worldwide Group Operations Manager, Life Science Group from 2006 to 2010 and Operations Manager Clinical Diagnostics Group, U.S. Operations from 2000 to 2006. Prior to that, he held various positions within our Clinical Diagnostics Group since joining Bio-Rad in 1982, including Business Development and Strategic Marketing Manager and North American Sales Division Marketing Manager.

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     RONALD W. HUTTON

Ronald W. Hutton has been our Treasurer since 1997 and was appointed Vice President in 2012. Previously, he was Director of Treasury at Kaiser Aluminum & Chemical Corporation from 1993 to 1997.

     GIOVANNI MAGNI

Giovanni Magni was appointed Executive Vice President, Chief Strategy Officer in August 2014. Previously, he was Executive Vice President of International Sales from 2012 to 2014 and Vice President and International Sales Manager from 2004 to 2012. Prior to that, he held various positions within Bio-Rad since joining us in 1995, including Diagnostic Division Manager, Southern Europe and Diagnostics Group Operation Manager, France.

 

     CHRISTINE A. TSINGOS

Christine A. Tsingos was appointed our Chief Financial Officer in 2002, Vice President in 2003 and Executive Vice President in 2012. Previously, she was the Chief Operating Officer and Chief Financial Officer at Attest Systems, Inc., a provider of information technology asset discovery and management tools, from August 2002 to November 2002. Prior to that, Ms. Tsingos was a consultant to Attest Systems, Inc. from 2000 to 2002. She was the Chief Financial Officer at Tavolo, Inc., an online retailer of gourmet cookware and food, from 1999 to 2000, and she was Treasurer, and later Vice President and Treasurer, of Autodesk, Inc., a developer of design software, from 1990 to 1999. Ms. Tsingos will retire from her position as Executive Vice President and Chief Financial Officer effective April 5, 2019 but will continue to be employed by the Company until May 10, 2019 to assist with the transition of matters to Ilan Daskal, who will be the Company’s new Executive Vice President and Chief Financial Officer, effective April 6, 2019. The Company thanks Ms. Tsingos for her service to the Company.

ANNETTE TUMOLO

Annette Tumolo was appointed Executive Vice President, President, Life Science Group in September 2017. Previously she was Executive Vice President and General Manager of the Digital Biology Group from 2015 to 2017, Senior Vice President of the Digital Biology Center from 2014 to 2015, and Vice President, Director of the Digital Biology Center from 2012 to 2014. Prior to that she held various positions within Bio-Rad since joining us in 1989, including Vice President and Division Manager of the Gene Expression Division, and Business Unit Manager of the Molecular Biology Business Unit.

 

Our executive officers also serve in various management capacities with our wholly owned subsidiaries.

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Principal and Management Stockholders

The following table presents certain information as of February 29, 201628, 2019 (except as noted below), with respect to our Class A Common Stock and Class B Common Stock beneficially owned by: (i) any person who is known to us to be the beneficial owner of more than five percent of the outstanding Common Stock of either class, (ii) each of our directors, (iii) certain of our executive officers named in the “Summary Compensation Table” of this proxy statement and (iv) all of our directors and executive officers as a group. The address for all executive officers and directors is c/o Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California, 94547.

 

			Class A Common Stock(1)								Class B Common Stock
Name and, with Respect to Owner of 5% or More, Address			Number of Shares and Nature of Ownership(2)				Percent of Class				Number of Shares and Nature of Ownership(2)				Percent of Class
Blue Raven Partners, L.P.(3) 1000 Alfred Nobel Drive Hercules, CA 94547			—				0.0	%			4,060,054				79.2	%
Eaton Vance Management(4) 2 International Place Boston, MA 02110			1,843,789				7.6	%			—				0.0	%
BlackRock, Inc.(5) 55 East 52nd Street New York, NY 10055			1,631,596				6.7	%			—				0.0	%
The Vanguard Group(6) 100 Vanguard Blvd. Malvern, PA 19355			1,387,469				5.7	%			—				0.0	%
Alice N. Schwartz(7)(8)(10) Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547			2,747,223				11.3	%			4,598,260				89.7	%
Norman Schwartz(7)(9)(11)(12)(13) Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547			411,252				1.7	%			4,495,153				84.0	%
Steven Schwartz(7)(11)(13)(14) Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547			363,964				1.5	%			4,076,866				79.5	%
Louis Drapeau			—				0.0	%			—				0.0	%
Robert M. Malchione			—				0.0	%			—				0.0	%
Joel McComb			400				0.0	%			—				0.0	%
Deborah J. Neff			—				0.0	%			—				0.0	%
Michael Crowley			2,537				0.0	%			—				0.0	%
John Goetz(9)			76,983				0.3	%			—				0.0	%
John Hertia(9)			12,254				0.0	%			—				0.0	%
Christine A. Tsingos(9)			11,309				0.0	%			—				0.0	%
All directors and executive officers as a group(9)(13 persons)			3,299,537				13.6	%			5,033,359				94.1	%

Name and, with Respect to Owner of 5% or More, Address	Class A Common Stock(1)			Class B Common Stock
	Number of Shares and Nature of Ownership(2)	Percent of Class		Number of Shares and Nature of Ownership(2)	Percent of Class
Blue Raven Partners, L.P.(3) 1000 Alfred Nobel Drive Hercules, CA 94547	—	0.0	%	4,060,054	79.7	%
Blackrock, Inc.(4) 55 East 52nd Street New York, NY 10055	1,936,008	7.8	%	—	0.0	%
The Vanguard Group(5) 100 Vanguard Blvd. Malvern, PA 19355	1,886,065	7.6	%	—	0.0	%
Alice N. Schwartz(6)(7)(9)(12) Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	2,736,913	11.1	%	4,555,974	89.5	%
Norman Schwartz(6)(8)(10)(11)(12) Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	422,192	1.7	%	4,567,317	85.8	%
Steven Schwartz(6)(10)(12)(13) Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, CA 94547	370,994	1.5	%	4,097,824	80.5	%
Jeffrey L. Edwards	—	0.0	%	—	0.0	%
Gregory K. Hinckley	500	0.0	%	—	0.0	%
Melinda Litherland	—	0.0	%	—	0.0	%
Arnold A. Pinkston	—	0.0	%	—	0.0	%
Michael Crowley(8)	7,025	0.0	%	—	0.0	%
John Hertia(8)	20,767	0.1	%	—	0.0	%
Christine A. Tsingos(8)	9,823	0.0	%	—	0.0	%
Annette Tumolo(8)	2,104	0.0	%	—	0.0	%
All directors and executive officers as a group(8) (13 persons)	3,233,121	13.1	%	5,063,237	95.1	%
(1) Excludes Class A Common Stock that may be acquired on conversion of Class B Common Stock. Class B Common Stock may be converted to Class A Common Stock on a one for one basis and, if fully converted, would result in the following percentage beneficial ownership of Class A Common Stock: Blue Raven Partners. L.P. 13.6%; BlackRock, Inc. 6.5%; The Vanguard Group, 6.3%; Alice N. Schwartz 24.5%; Norman Schwartz 16.6%; Steven Schwartz 15.0%; John Hertia 0.1%; and all directors and executive officers as a group 27.6%. Management considers any substantial conversions by the executive officers or directors listed in the table to be highly unlikely. (2) Except as otherwise indicated and subject to applicable community property and similar statutes, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. Number of shares is based on the statements of the stockholders where not identified specifically in the stockholder register. (3) Alice N. Schwartz, Norman Schwartz and Steven Schwartz are general partners of Blue Raven Partners, L.P., a California limited partnership, and, as such, share voting and dispositive power over the Class B Common Stock held by Blue Raven Partners. (4) Based solely on a Schedule 13G/A filed on February 4, 2019 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act.

BIO-RAD LABORATORIES, INC. - 2019 Proxy Statement20

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(1)							Excludes Class A Common Stock that may be acquired on conversion of Class B Common Stock. Class B Common Stock may be converted to Class A Common Stock on a one for one basis and, if fully converted, would result in the following percentage beneficial ownership of Class A Common Stock: Blue Raven Partners. L.P. 13.8%; Eaton Vance Management 6.3%; BlackRock, Inc. 5.6%; The Vanguard Group, 4.7%; Alice N. Schwartz 25.0%; Norman Schwartz 16.6%; Steven Schwartz 15.1%; John Goetz 0.3%; and all directors and executive officers as a group 28.1%. Management considers any substantial conversions by the executive officers or directors listed in the table to be highly unlikely.
(2)	Except as otherwise indicated and subject to applicable community property and similar statutes, the persons listed as beneficial owners of the shares have sole voting and investment power with respect to such shares. Number of shares is based on the statements of the stockholders where not identified specifically in the stockholder register.
(3)	Alice N. Schwartz, Norman Schwartz and Steven Schwartz are general partners of Blue Raven Partners, L.P., a California limited partnership, and, as such, share voting and dispositive power over the Class B Common Stock held by Blue Raven Partners.
(4)	(5) Based solely on a Schedule 13G/A filed on February 12, 201611, 2019 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act.
(5)	Based solely on a Schedule 13G/A filed on January 25, 2016 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act.
(6)	Based solely on a Schedule 13G/A filed on February 10, 2016 with the Securities and Exchange Commission pursuant to Rule 13d-1(b) of the Exchange Act.
(7)	Includes 4,060,054 shares of Class B Common Stock held by Blue Raven Partners, L.P.

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(7)

(8)	Includes 2,747,2232,729,883 shares of Class A Common Stock and 497,030495,920 shares of Class B Common Stock, which are held in the following trusts, all of which Alice N. Schwartz is the sole trustee: the David and Alice N. Schwartz Charitable Remainder Unitrust (34,311 shares of Class A Common Stock); the David Schwartz Exemption Trust (90 shares of Class A Common Stock); the David Schwartz Exempt Marital Trust (240 shares of Class A Common Stock); the David Schwartz Non-Exempt Marital Trust (898,931 shares of Class A Common Stock and 57,000 shares of Class B Common Stock); the Alice N. Schwartz Revocable Trust (1,813,651(1,796,311 shares of Class A Common Stock and 440,030438,920 shares of Class B Common Stock). Also includes 41,176 shares of Class B Common Stock held by DANSA Partners Limited, a California limited partnership, of which Alice N. Schwartz is a general partner.
(9)	(8) Includes shares with respect to which such persons have the right to acquire beneficial ownership immediately or within sixty days of February 29, 2016,28, 2019, under the Company’s employee stock purchase plan and stock option agreements, as follows: Norman Schwartz, 224,7502,600 Class A shares and 232,850 Class B shares; John Goetz, 21,230Michael Crowley, 3,600 Class A shares; John Hertia, 6006,000 Class A shares; Christine A. Tsingos, 6,6303,140 Class A shares; Annette Tumolo, 600 Class A shares; and all directors and officers as a group, 49,09039,634 Class A shares and 224,750232,850 Class B shares.
(10)	(9) Includes 1,144,9131,089,748 shares of Class A Common Stock pledged as security.
(11)	(10) Norman Schwartz and Steven Schwartz are sons of Alice N. Schwartz.
(12)	(11) Includes 12,58612,771 shares of Class B Common Stock owned by Norman Schwartz’s wife, as to which Norman Schwartz disclaims any beneficial ownership.
(13)	(12) Includes 37,8257,030 shares of Class A Common Stock pledged as security.
(14)	held by Alles Institute for Medical Research, a Delaware Charitable Nonstock Corporation, with respect to which Alice N. Schwartz, Norman Schwartz and Steven Schwartz each have voting power and dispositive power consistent with the purposes of the Delaware Charitable Nonstock Corporation. (13) Includes 1,818 shares of Class A Common Stock and 12,58612,771 shares of Class B Common Stock owned by Steven Schwartz’s wife, as to which Steven Schwartz disclaims any beneficial ownership.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers, and persons who own more than ten percent of a registered class of our equity securities, to file with the Securities and Exchange Commission initial reports of ownership and reports of changes in ownership of our Common Stock. Insiders are required by Securities and Exchange Commission regulations to furnish us with copies of all Section 16(a) reports which they file.

To our knowledge, based solely upon our review of the copies of such reports furnished to us and written representations from certain insiders that no other reports were required, during the fiscal year ended December 31, 2015,2018, all Section 16(a) filing requirements applicable to insiders were complied with.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, including the Company’s Chairman and President and Chief Executive Officer. Based on the review and discussions referred to above, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the annual report on Form 10-K for the fiscal year ended December 31, 2018 and this proxy statement.

 

THE COMPENSATION COMMITTEE Jeffrey L. Edwards Melinda Litherland

 

Louis Drapeau
Deborah J. Neff

The Compensation Committee report shall not be deemed incorporated by reference by any general statement incorporating by reference this proxy statement into any filing under the Securities Act or the Exchange Act, and shall not otherwise be deemed filed under these Acts.

 

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Compensation Discussion and Analysis

In this Compensation Discussion and Analysis, we review the objectives and elements of our execution compensation program and discuss the 20152018 compensation earned by our named executive officers, or NEOs.

For 2015,2018, our named executive officers were:

Name	Position
Norman Schwartz	President, Chief Executive Officer and Chairman of the Board
Christine A. Tsingos(1)	Executive Vice President and Chief Financial Officer
John Goetz	Executive Vice President and Chief Operating Officer
Michael Crowley	Executive Vice President, Global Commercial Operations
John Hertia	Executive Vice President and President, Clinical Diagnostics Group
Annette Tumolo	Executive Vice President and President, Life Science Group
Michael Crowley	Executive Vice President, Global Commercial Operations

(1)

Ms. Tsingos will retire from her position as Executive Vice President and Chief Financial Officer effective April 5, 2019 but will continue to be employed by the Company until May 10, 2019 to assist with the transition of matters to the Company’s new Executive Vice President and Chief Financial Officer.

COMPENSATION PROGRAM OBJECTIVES AND PHILOSOPHY

We maintain various compensation programs for our named executive officers. Our executive compensation program, taken as a whole, has several objectives. The overriding objective of our executive compensation program is to attract, retain, motivate and develop the type of executives who will establish and execute strategic initiatives that help us to continue to grow a profitable business. We also want our executive compensation program to help align the interests of the executives with the interests of the Company and its stockholders. Finally, we want to reward our executives for business achievements and satisfaction of corporate objectives without creating risks which could have a material adverse effect on the Company.

In developing our overall executive compensation program and in setting individual pay levels for the named executive officers, we strive to meet the following goals:

•

To pay salaries that are competitive in our industry and our geographical market.

•	To pay salaries that are competitive in our industry and our geographical market.
•	To use executive pay practices that are commonly found in our industry, as appropriate.
•	To pay salaries and award merit increases on the basis of the individual executive’s performance and contributions and the value of the executive’s position within our organization.
•	To maintain a “pay for performance” outlook, particularly in our incentive programs.
•	To manage risk taking by incorporating objective company performance goals into our incentive programs.

•

To use executive pay practices that are commonly found in our industry, as appropriate.

•

To pay salaries and award merit increases on the basis of the individual executive’s performance and contributions and the value of the executive’s position within our organization.

•

To maintain a “pay for performance” outlook, particularly in our incentive programs.

•

To manage risk taking by incorporating objective company performance goals into our incentive programs.

Our executive compensation program is designed to reward our executives for Company and individual performance. Because we feel that each of our named executive officers provides unique services to us, we do not use a fixed relationship between base pay, annual performance-based cash bonus payments and equity awards. When we make our final decisions about a named executive officer’s total compensation package for a year, we look at the three primary elements of compensation (base pay, potential performance-based bonus payments and equity awards) individually and as a complete package. Overall, we believe that our total compensation program for executives is reasonable while being competitive within the market in which we compete for executive talent and does not create risks that are reasonably likely to have a material adverse effect on the Company.

STOCKHOLDER SAY-ON-PAY VOTE

At our 20142017 meeting of stockholders, we provided our stockholders with the opportunity to cast an advisory vote on executive compensation. Over 95%99% of the votes castshares represented in person or by proxy and entitled to vote on this “2014“2017 say-on-pay vote” were voted in favor of the proposal. We have considered the 20142017 say-on-pay vote, and we believe that the substantial support of our stockholders for the 20142017 say-on-pay vote proposal indicates that our stockholders are generally supportive of our approach to executive compensation. Thus we have not made any material changes to our executive compensation arrangements in response to the 20142017 say on pay vote. At our 20112017 meeting of stockholders, our stockholders voted in favor of the proposal to hold say-on-pay votes every three years. Accordingly, the next say-on-pay advisory vote will be held at our 20172020 meeting of stockholders. In the future, we will continue to consider the outcome of our triennial say-on-pay votes when making compensation decisions regarding the named executive officers.

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THE COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

To achieve the above goals, we have created an executive compensation program which consists of base pay, a short-term performance-based cash bonus program pursuant to the Incentive Bonus Plan, or IBP, and an equity grant program providing long-term incentives.

Pay Element Objective Objective Performance-Rewarded FIXED Annual BaseSalary Base Salary Provide fixed base of cash compensation commensurate with position and experience Based in part on the Company’s and the NEO’s individual performance Long-Term ATRISKOR PERFORMANCE-BASED Long-Term RestrictedStock UnitsandStock Options Align NEO’s interests with stockholders; retention tool Increase in the Company’s share price PERFORMANCE-BASED Annual Annual IncentiveBonus Plan(IBP) Incentive Bonus Plan (IBP) Achieve annual performance goals Company’s performance based on sales and direct contribution from operations (DC)   We use this mix of compensation types for a variety of reasons: • These types of programs, as a package, are typically offered by the companies from which we seek executive talent. • These types of programs, as a package, are typically offered by the companies from which we seek executive talent. • These programs provide immediate and long-term incentives for the executive officers, thereby helping to align the executives’ interests with those of the Company and its stockholders. • We apply differing performance goals to the various types of pay to help motivate the executives to accomplish separate and diverse corporate and individual goals. • Diverse programs, performance goals and payout timing help manage risk taking. • These programs provide immediate and long-term incentives for the executive officers, thereby helping to align the executives’ interests with those of the Company and its stockholders. • We apply differing performance goals to the various types of pay to help motivate the executives to accomplish separate and diverse corporate and individual goals. • Diverse programs, performance goals and payout timing help manage risk taking. We provide executives with a package of fringe benefits on the same basis that is provided to all full-time benefits eligible employees. These benefits include such items as health insurance, tax qualified profit sharing plan contributions and group term life insurance. We do not provide the executives with any benefits that are not generally available to other full-time professional employees. We believe that our executive compensation program, taken as a whole, is a cost-effective method of providing competitive pay to our named executive officers and implementing our compensation philosophy and objectives. OUR PROCESS FOR SETTING EXECUTIVE COMPENSATION Our Human Resources Department provides various types of compensation information to the President/Chief Executive Officer/Chairman of the BoardOfficer and to the Compensation Committee for their consideration and reference in the evaluation and eventual determination of each executive’s total compensation package. The Compensation Committee’s focus is on the compensation of the President/Chief Executive Officer/ChairmanOfficer and the incentive bonus and equity awards of the named executive officers. The President/Chief Executive Officer/ChairmanOfficer determines the base pay for the other named executive officers. For the Executive Vice President and President, Clinical Diagnostics Group, and the Executive Vice President, Global Commercial Operations, the determination of the President/Chief Executive Officer/Chairman is based on the Chief Operating Officer’s recommendation. Our process for setting executive compensation is described below. BASE PAY In connection with setting levels of base pay, our Human Resources Department reviews independently published surveys of executive compensation levels, which cover over 1,000 U.S. based companies varying in size and industry, and prepares a report summarizing their findings. In 20152018, our Human Resources Department also reviewed data from the Radford Technology Survey, which provides data from a wide range of technology sub-industries, and the Equilar – Total Compensation Report,Main Data Group, Inc., which provides compensation information for executive positions in publicly traded peer companies. From this information, our Human Resources Department determined the market salary at the median level for each comparable executive position. In addition, we review the compensation of a smaller group of companies in industry sectors in which we compete to provide additional guidance in setting base pay. This group consists of the companies in our peer group. We consider a number of potential criteria to determine which companies to include in our peer group, including companies in our industry of comparable size as measured by sales, market capitalization or asset base, in our geographic proximity, and with whom we compete for employee talent. BIO-RAD LABORATORIES, INC. - 2019 Proxy Statement23 Back to Contents In 20152018 the companies we considered comprising our peer group were: •Alere Inc. Bruker Corporation • PerkinElmer, Inc. •Becton, Dickinson and Company Charles River Laboratories, Inc. • Qiagen N.V. •Biogen Idec Inc. Edwards Lifesciences Corporation •Sigma-Aldrich Corporation ResMed Inc. •Boston Scientific Corp. Hill-Rom Holdings, Inc. •Thermo Fisher Scientific Inc. Steris Corporation • Hologic, Inc. •Waters Corporation Teleflex Incorporated • IDEXX Laboratories, Inc. • Varian Medical Systems, Inc. • Illumina, Inc. • VWR Corporation • Mettler-Toledo International Inc. • Waters Corporation   The 20152018 peer group was modified relative to our 2017 peer group as follows: Zimmer Biomet Holdings, Inc. was removed because their revenue size is no longer within our desired peer group size range, and Alere Inc. and C.R. Bard, Inc. were removed because each of these entities was acquired. The 2018 peer group includes sixteen life sciences and medical products companies with $1 to $5 billion in annual revenues in order to include companies that were of similar size and in similar industries to the same as the 2014 peer group. BIO-RAD LABORATORIES, INC.- 2016 Proxy Statement22 Back to Contents Company. Our Human Resources Department reviews this information with the President/Chief Executive Officer/Chairman,Officer, and with respect to the President/Chief Executive Officer/ChairmanOfficer directly with the Compensation Committee, who then decide at their discretion if the individual base pay levels of executives need to be adjusted. Our Compensation Committee does not see any of the individual companies in the surveys, except for the companies within our peer group with respect to our President/Chief Executive Officer/ Chairman’sOfficer’s base pay. Other factors considered in determining base pay, in addition to the survey and peer group information presented by the Human Resources Department, are: • The financial position of the Company compared to the previous year; • The financial position of the Company compared to the previous year; • General economic conditions both nationally and in the local market of our corporate office; • The executive’s achievement of individual performance goals established for the year; and • Where the executive’s current base pay falls relative to survey data and other company executives. • General economic conditions both nationally and in the local market of our corporate office; • The executive’s achievement of individual performance goals established for the year; and • Where the executive’s current base pay falls relative to survey data and other company executives. Based on all of the factors outlined above, as well as the market data, the Compensation Committee, in the case of the President/Chief Executive Officer/Chairman,Officer, and the President/Chief Executive Officer/Chairman,Officer, for the other named executive officers, determine the named executive officer’s base pay for the following year, and thus any of these criteria could materially impact the named executive officer’s base pay. In 2015, each of2018, our named executive officers received a merit increase to his/her base pay based on the factors described above. These increases ranged from 2.5%0% to 5.1%6.0% of base pay and were effective as of MarchApril 1, 2015.2018. As a result of these merit increases, our named executive officers’ annual base salaries effective April 1, 2018 were as follows: Mr. Schwartz: $950,000; Ms. Tsingos: $438,150; Mr. Hertia: $500,000; Ms Tumolo: $470,000; and Mr. Crowley: $432,200.      INCENTIVE BONUS PLAN, OR IBP (CASH-BASED INCENTIVE PROGRAM) All of our named executive officers participate in our company-wide annual cash bonus program, which is known as the Incentive Bonus Plan, or IBP. The plan, which covers all of the named executive officers, as well as other employees, operates on a calendar year basis. Prior to the beginning of the year, objective performance metrics in areas of achievement are determined and approved by executive management. In 20152018 these metrics were: • Sales; and • Sales; and • Direct contribution from operations, or DC. • Direct contribution from operations, or DC. Depending on which part of our organization an employee works, these metrics are applied at the company-wide or Corporate level, or at a combination of the Corporate and business group levels. In 2015,2018, the bonuses of all our named executive officers except Mr. Hertia were based on the following weighting of these metrics: Corporate sales (50%) and Corporate DC (50%). Mr. Hertia’s bonus was based on the following weighting: Corporate sales (12.5%), Corporate DC (12.5%), Clinical Diagnostics Group, or CDG, sales (37.5%) and CDG DC (37.5%). The following table shows our financial goals under the IBP for fiscal 20152018 relevant to our named executive officers for Corporate, and CDG, and our performance compared to those goals (in millions):     Target Plan ($) Adjusted Target Plan ($)(1) Actual ($) Adjusted Results ($)(2) % of Target(3)   Corporate Sales 2,255.6 2,277.2 2,290.1 2,282.7 100.2 % Goals DC 240.6 245.0 (100.5) 214.1 87.4 %   (1) We have the ability to modify the goals after the beginning of a year, particularly in response to an unforeseen change in business conditions that makes an established goal irrelevant or inappropriate, subject to the approval of our Chief Executive Officer. In 2018, we adjusted our target plan to account for the effect of foreign currency and of a divestiture. (2) We also have the ability to modify the calculation of the achievement of the results after the beginning of a year, particularly in response to an unforeseen change in business conditions, subject to the approval of our Chief Executive Officer. In 2018, we modified the Sales achievement for the non-core business sales of a supplier that we acquired, and we modified the DC achievement to account for asset impairment associated with acquisitions, restructuring costs, certain legal accruals, and contingent consideration and milestone payments associated with acquisitions. (3) Includes the effects of the adjustments and achieved results for our named executive officers as described in footnotes 1 and 2 above. BIO-RAD LABORATORIES, INC. - 2019 Proxy Statement24               Adjusted           Adjusted                 Target Plan     Target Plan     Actual     Results     % of           ($)     ($)(1)     ($)     ($)(2)     Target(3)   Corporate   Sales   2,045     2,020.1     2,019.4     2,020.1     100 % Goals   DC   163.2     158.8     166.7     187.3     117.9 % CDG   Sales   1,321.2     1,303.2     1,310.4     1,311.1     100.6 % Goals   DC   273.3     271.3     298.2     303.5     111.9 % (1) We have the ability to modify the goals after the beginning of a year, particularly in response to an unforeseen change in business conditions that makes an established goal irrelevant or inappropriate, subject to the approval of our Chief Executive Officer. In 2015, we modified our sales goals to account for the effect of foreign currency. (2) We also have the ability to modify the calculation of the achievement of the results after the beginning of a year, particularly in response to an unforeseen change in business conditions, subject to the approval of our Chief Executive Officer. In 2015, we modified the DC achievement to account for restructuring costs, plant closures, legal accruals, contingent consideration associated with acquisitions and the replacement of resources needed for our enterprise resource planning project. (3) Includes the effects of the adjustments and achieved results as described in footnotes 1 and 2 above. Back to Contents We believe these performance metrics promote a strong link between employee contribution and overall company performance. By rewarding employees for meeting and exceeding sales and direct contribution from operations, we motivate them to improve the Company’s performance. The IBP makes a payout only if threshold levels equal to 96%95% of the sales goals for sales and/or 90% of the direct contribution goals are satisfied. If the sales and/or direct contribution goal is met, the named executive officers as well as other IBP participants receive a payment indexed to a percentage of their base pay, based on the achievement relative to each of the established metrics. The percentage of base pay which can be awarded varies based upon job position/salary grade. In 20152018 the target bonuses for our named executive officers ranged from 45% to 100%as a percentage of their base pay.pay were as follows: Mr. Schwartz: 100%; Ms. Tsingos: 55%; Mr. Hertia: 55%; Ms. Tumolo: 55%; and Mr. Crowley: 55%. These percentages in 2018 were the same percentages as in 2017 for all of the named executive officers except for Ms. Tsingos whose percentage increased from 50% in 2017 to 55% in 2018. The payments under this program can be as much as twice the target bonus, but the named executive officers (as well as the other people who participate in the IBP) will not receive this benefit unless we meet the minimum required performance goals for each performance measure. With respect to bonuses awarded for 2015,2018, our named executivesexecutive officers achieved between 62%28% and 145%52% of their base pay. Payments are typically made during the first quarter of the following year. We have no policy regarding the adjustment or recovery of IBP awards in the event that an accounting restatement results in corporate goals not being satisfied. BIO-RAD LABORATORIES, INC.- 2016 Proxy Statement23 Back to Contents We establish the individual target bonus levels, in part, by reviewing competitive market data of companies in our peer group described above. The individual target bonus levels for our named executivesexecutive officers in 20152018 are set forth in the table, “Grants of Plan-Based Awards Table,” and the bonuses paid to our named executive officers under the 2018 IBP are set forth in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table.” While our Company reserves the right to award discretionary bonus payments to employees, no such payments were made to any of the named executive officers in the last five years. EQUITY COMPENSATION Another key component of our executive compensation program is equity grants. We make grants of restricted stock units and options to purchase our stock to the named executive officers, as well as other employees, under our 20072017 Incentive Award Plan. In 2015,2018, we granted non-qualified stock options and restricted stock units to certain of our named executive officers. We generally grant options to purchase Class A Common Stock and Class A Common restricted stock units to all named executive officers, except forofficers. In certain years prior to 2017, Norman Schwartz who has received options to acquire Class B Common Stock and Class B Common restricted stock units. The holders of Class B Common Stock have certain preferential voting rights, as described in the section titled “General Information About the Meeting and Voting” above. Norman Schwartz receives options to acquire Class B Common Stock and Class B Common restricted stock units because the Schwartz family has, and plans to retain, a controlling interest in our Company through its ownership of Class B Common Stock. All non-qualified stock options have an exercise price equal to fair market value on the date of grant. Options granted to named executive officers generally vest on a five year basis, at a rate of 20% of the option grant on each anniversary date of the grant.grant subject to continued service with the Company. All of the options have a ten year term. Restricted stock units granted to our named executive officers in 20152018 vest on a five-year basis at a rate of 20% per year beginning one year from the grant date.date subject to continued service with the Company. We granted a combination of restricted stock units and stock options to our named executive officers to align ourselves with current market equity compensation practices. Our process for granting equity to named executive officers has been as follows: first we conduct a general review of certain market information provided by outside independent equity compensation surveys, which cover large numbers of U.S. companies varying in size and industry. In 20152018 we determined competitive market grant levels using the Radford Technology Survey and Equilar Total Compensation Report.information from Main Data Group, Inc. Next we consider the size of the equity pool, which contains a number of shares that approximates a percentage of our outstanding shares as of the prior year, which in 20152018 was 0.75%0.8%. The amount of equity available for grant to all eligible employees, including our named executive officers, is generally limited by the size of this equity pool. Subject to this limitation and based on the market information, our Human Resources Department creates individual equity grant recommendations, which provide a range of potential option grants and restricted stock unit grants based on job position/salary grade, including for the positions of our named executive officers. Using the equity grant recommendations created by our Human Resources Department and considering individual performance, management suggests an allocation of the equity pool among all eligible employees to the Compensation Committee. The Compensation Committee reviews the suggested allocation of awards and makes a recommendation to the entire Board of Directors. Based on the Compensation Committee’s recommendation, the Board of Directors makes its own determination as to the size and mix of the grants to individuals. The Board provides the approved equity grant and pricing information to the President/Chief Executive Officer/ChairmanOfficer for implementation. The Board of Directors met and approved the 20152018 equity grants to our named executive officers on September 9, 2015,4, 2018, with a grant date of September 11, 2015.4, 2018. The equity grants for our named executive officers in 20152018 are set forth in the table, “Grants of Plan-Based Awards Table.” Our 2007 Incentive Award Plan and our 2017 Incentive Award Plan provide that in the event of a “change in control,” all equity awards will become fully exercisable and all forfeiture restrictions on such awards will lapse immediately prior to such change in control, unless otherwise specified in any applicable award agreement. The award agreements with respect to our outstanding restricted stock unit awards granted prior to 2016 provide that no such acceleration shall apply when the successor corporation assumes the equity awards or substitutes equivalent rights for such awards. BIO-RAD LABORATORIES, INC. - 2019 Proxy Statement25 Back to Contents We believe that the grant of restricted stock units and fair market value stock options provides benefits to both the Company and the executive. We benefit because: • The restricted stock units and the options help to align the executive’s financial interest with the Company’s and the stockholders’ long-term interests. • The restricted stock units and the options help to align the executive’s financial interest with the Company’s and the stockholders’ long-term interests. • The restricted stock units and options help us retain the executives in a competitive market. • The restricted stock units and options help us retain the executives in a competitive market. The executives benefit because: • They can realize additional income as grants vest or if our shares increase in value. • They can realize additional income as grants vest or if our shares increase in value. • With respect to options, they have no personal income tax impact until they exercise the options. • With respect to options, they have no personal income tax impact until they exercise the options. We do not maintain any equity ownership guidelines for our named executive officers. Our insider trading policy prohibits our officers, directors, employees and consultants from engaging in (i) hedging transactions or similar arrangements that have the effect of offsetting any decrease in the market value of the Company’s securities, (ii) short sales, and (iii) transactions in publicly traded options. OTHER COMPENSATION In 2018 the Company paid on behalf of Mr. Schwartz a Hart-Scott-Rodino Filing Fee of $125,000 and a tax gross-up of $106,267 with respect to the Hart-Scott-Rodino Filing Fee. Mr. Schwartz was required to file an HSR Notification and Report Form as a result of the value of the Bio-Rad stock he owns and this obligation arose as a result of the price appreciation in Bio-Rad stock he accumulated over a long period of time during which he made substantial contribution toward such appreciation. The Company provides its executive officers with the following benefits that are also available to all of its regular status employees: 401(k) Plan The Company offers to all regular status employees the opportunity to participate in a 401(k) Profit Sharing Plan. The 401(k) Profit Sharing Plan permits eligible employees of the Company to defer up to 50% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’ elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. The Company also provides a discretionary profit sharing contribution to all regular status employees with more than one year of service. The Profit Sharingprofit sharing contribution is made on a quarterly basis and is subject to certain limitations imposed by the Code. The Profit Sharingprofit sharing contribution is subject to a three year cliff vesting schedule. Each of our named executive officers received a contribution in the amount of $13,250$13,750 from the Company in 2015.2018. BIO-RAD LABORATORIES, INC.- 2016 Proxy Statement24 Back to Contents Health and Welfare Benefits The Company’s healthcare, disability insurance, and other welfare and employee-benefit programs are the same for all eligible regular status employees, including executive officers. Because of the importance placed by the Company on the health and welfare of its employees, the Company paid 80% of the premiums associated with these programs on behalf of all of its regular status employees and their dependents in 2015.2018. Term Life Insurance In addition to the forgoing, the Company also provides all regular status employees with term life insurance coverage of two times annual salary up to a maximum of $500,000. $750,000. We have no employment agreements with our named executive officers, and therefore, there are no individual written agreements that would provide them with additional perquisites. There are no formal or informal corporate policies that provide benefits (that are not integrally and directly related to the performance of the executive’s duties) to our named executive officers which are not available to the general employee population. INTERNAL PAY EQUITY Our compensation programs are designed so that potential realizable compensation is set relative to each executive’s level of responsibility and potential impact on our performance. While the compensation levels and design may be similar for executives at the same level, actual compensation may vary due to changes in an executive’s base salary and individual performance over time. TAX CONSIDERATIONS Section 162(m) of the Code limits the tax deductibility by us of annual compensation in excess of $1,000,000 paid to our “covered employees.” Prior to the Tax Cuts and Jobs Act of 2017, covered employees generally consisted of our Chief Executive Officer and anyeach of ourthe next three other most highlyhighest compensated executive officers serving at the end of the taxable year other than our Chief Financial Officer. However, performance-basedOfficer, and compensation that has been approved by our stockholders is excludedqualified as “performance-based” under Section 162(m) was exempt from the $1,000,000 limit if, among other requirements, the compensation is payable only upon the attainment of pre-established, objective performance goals and the committee of our Board of Directors that establishes such goals consists only of “outside directors.” All membersthis $1 million deduction limitation. As part of the Compensation Committee qualify as outside directors. Tax Cuts and Jobs Act of 2017, the ability to rely on this exemption was, with certain limited exceptions, eliminated; in addition, the definition of covered employees was expanded to generally include all named executive officers. The Compensation Committee may consider the anticipated tax treatment to us and our executive officers when reviewing executive compensation and our compensation programs. The deductibility of some types of compensation payments can depend upon the timing of an executive’s vesting or exercise of previously granted rights or termination of employment. Interpretations of and changes in applicable tax laws and regulations, as well as other factors beyond the Compensation Committee’s control, also can affect the deductibility of compensation. BIO-RAD LABORATORIES, INC.- 20162019 Proxy Statement    2526 Back to Contents Compensation Tables SUMMARY COMPENSATION TABLE The following table sets forth the compensation earned by our named executive officers as a result of company operations for the fiscal years ended December 31, 2015,2018, December 31, 20142017 and December 31, 2013:2016: Name and Principal Position   Year   Salary ($)   Stock Awards ($)(1)   Option Awards ($)(1)   Non-Equity Incentive Plan Compensation ($)(2)   All Other Compensation ($)(3)   Total ($) Norman Schwartz   2015   885,558   2,232,960   872,182   1,292,930   105,925   5,389,555 President, Chief Executive Officer   2014   843,077   1,198,000   1,725,490   958,125   16,564   4,741,256 and Chairman   2013   810,000   1,527,500   1,994,097   217,700   16,314   4,565,611 Christine A. Tsingos   2015   435,593   348,900   87,623   285,468   16,134   1,173,718 Executive Vice President   2014   423,330   239,080   68,243   216,494   15,043   962,190 and Chief Financial Officer   2013   423,330   93,600   120,314   37,043   13,954   688,241 John Goetz   2015   666,125   1,116,480   280,394   727,002   24,962   2,814,963 Executive Vice President   2014   609,012   717,240   204,728   519,089   20,320   2,070,389 and Chief Operating Officer   2013   577,023   175,500   120,314   136,141   20,070   1,029,048 Michael Crowley(4)   2015   441,586   418,680   105,148   267,128   215,613   1,448,155 Executive Vice President,                             Global Commercial Operations                             John Hertia(5)   2015   465,253   418,680   105,148   317,244   17,838   1,324,163 Executive Vice President,   2014   432,646   358,620   102,364   239,542   13,259   1,146,431 President, Clinical Diagnostics Group                             (1) The amounts reported under “Stock Awards” and “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation, excluding the effects of estimated forfeitures. We based the fair value of stock awards on the market price of the shares awarded on the grant date. We calculated the value of stock option awards using the Black-Scholes option-pricing model. The valuation assumptions used in the valuation of option awards may be found in Note 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015 and filed with the Securities and Exchange Commission on February 29, 2016. Please see the “Grants of Plan-Based Awards Table” for more information regarding equity awards granted during fiscal year 2015. (2) “Non-Equity Incentive Plan Compensation” is composed entirely of cash bonuses awarded under the IBP with respect to performance during the 2013, 2014 and 2015 fiscal years, respectively. Further information about the IBP can be found in the text in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” Amounts earned in 2013 were paid during fiscal year 2014, amounts earned in 2014 were paid during fiscal year 2015 and amounts earned in 2015 were paid in fiscal year 2016. (3) “All Other Compensation” represents: contributions to each of our named executive officers of $12,750 in 2013, $13,000 in 2014 and $13,250 in 2015 to our tax qualified profit sharing plan; and term life insurance costs paid on behalf of certain named executive officers. In addition, for Mr. Schwartz, “All Other Compensation” includes payment on his behalf in 2015 of a Hart-Scott-Rodino Filing Fee of $45,000 and a tax gross-up of $42,464 with respect to the Hart-Scott-Rodino Filing Fee which the Company paid on his behalf since Mr. Schwartz was required to file an HSR Notification and Report Form as a result of the value of the Bio-Rad stock he owns and this obligation arose as a result of the price appreciation in Bio-Rad stock he accumulated over a long period of time during which he made substantial contribution toward such appreciation. In addition, for Mr. Crowley “All Other Compensation” also includes the following expatriate benefits provided in connection with his overseas assignment in Switzerland until July 2015 at the Company’s request: $48,125 in housing and utilities expenses, $15,115 in schooling expenses for his child, $8,071 in automobile allowance expenses, $9,054 in airfare expenses for him and his family to return from Switzerland to San Francisco at the end of his assignment, $78,654 for Swiss taxes, a tax equalization payment (including gross-up) of $41,391 for additional taxes payable as a result of his international assignment, and a tax preparation fee of $750. All overseas assignment-related benefits other than the tax equalization payment and the tax preparation fee were paid in Swiss Francs and were converted to US dollars at the rate of 1.0451 Swiss Francs per USD, which is the average exchange rate between November 1, 2014 and October 31, 2015. (4) Mr. Crowley became a named executive officer for the first time for the fiscal year ended December 31, 2015. (5) Mr. Hertia became a named executive officer for the first time for the fiscal year ended December 31, 2014. Name and Principal Position Year Salary ($) Stock Awards ($)(1) Option Awards ($)(1) Non-Equity Incentive Plan Compensation ($)(2) All Other Compensation ($)(3) Total ($) Norman Schwartz 2018 942,468 4,239,950 1,711,111 490,200 255,685 7,639,414 President, Chief Executive Officer and Chairman 2017 922,022 2,807,740 1,012,928 637,818 24,168 5,404,676 2016 914,320 2,389,800 829,917 720,273 22,013 4,876,323 Christine A. Tsingos(4) 2018 438,150 978,450 267,746 124,347 19,234 1,827,927 Executive Vice President and Chief Financial Officer 2017 438,150 647,940 151,691 151,547 17,674 1,407,002 2016 438,150 398,300 89,799 155,240 16,779 1,098,268 John Hertia 2018 495,657 978,450 267,746 141,900 21,758 1,905,511 Executive Vice President, President, Clinical Diagnostics Group 2017 483,872 647,940 151,691 184,098 21,468 1,489,069 2016 479,556 477,960 107,759 188,467 20,188 1,273,930 Annette Tumolo(5) 2018 462,811 978,450 267,746 133,386 19,294 1,861,687 Executive Vice President, President, Life Science Group                             Michael Crowley 2018 427,724 978,450 267,746 122,658 17,924 1,814,502 Executive Vice President, Global Commercial Operations 2017 415,575 647,940 151,691 158,113 19,242 1,392,561 2016 388,074 477,960 107,759 153,053 40,274 1,167,120   (1) The amounts reported under “Stock Awards” and “Option Awards” in the above table reflect the grant date fair value of these awards as determined in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation. We based the fair value of stock awards on the market price of the shares awarded on the grant date. We calculated the value of stock option awards using the Black-Scholes option-pricing model. The valuation assumptions used in the valuation of option awards may be found in Note 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018 and filed with the Securities and Exchange Commission. Please see the “Grants of Plan-Based Awards Table” for more information regarding equity awards granted during fiscal year 2018. (2) “Non-Equity Incentive Plan Compensation” is composed entirely of cash bonuses awarded under the IBP with respect to performance during the 2016, 2017 and 2018 fiscal years, respectively. Further information about the IBP can be found in the text in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” Amounts earned in 2016 were paid during fiscal year 2017, amounts earned in 2017 were paid during fiscal year 2018 and amounts earned in 2018 were paid in fiscal year 2019. (3) “All Other Compensation” represents: contributions to each of our named executive officers of $13,750 in 2018 to our tax qualified profit sharing plan; and term life insurance costs paid on behalf of certain named executive officers. In addition, for Mr. Schwartz, “All Other Compensation” includes payment on his behalf in 2018 of a Hart-Scott-Rodino Filing Fee of $125,000 and a tax gross-up of $106,267 with respect to the Hart-Scott-Rodino Filing Fee which the Company paid on his behalf since Mr. Schwartz was required to file an HSR Notification and Report Form as a result of the value of the Bio-Rad stock he owns and this obligation arose as a result of the price appreciation in Bio-Rad stock he accumulated over a long period of time during which he made substantial contribution toward such appreciation. (4) Ms. Tsingos will retire from her position as Executive Vice President and Chief Financial Officer effective April 5, 2019 but will continue to be employed by the Company until May 10, 2019 to assist with the transition of matters to the Company’s new Executive Vice President and Chief Financial Officer. (5) Ms. Tumolo became a named executive officer for the first time for the fiscal year ended December 31, 2018.   BIO-RAD LABORATORIES, INC. -2016 2019 Proxy Statement    2627 Back to Contents GRANTS OF PLAN-BASED AWARDS TABLE The following table provides information about equity and non-equity awards granted to named executive officers in 20152018 (the named executive officers participate in both a cash based incentive program and an equity program):         Estimated Future Payouts Under Non-Equity Incentive Plan Awards   All Other   All Other Option Awards:   Exercise   Grant Date Name   Grant Date   Threshold ($)(1)   Target ($)(1)   Maximum ($)(1)   Stock Awards: Number of Shares of Stock or Units (#)(2)   Number of Securities Underlying Options (#)(3)   or Base Price of Option Awards ($/Sh)(4)   Fair Value of Stock and Option Awards ($)(5) Norman Schwartz   —   446,500   893,000   1,786,000                     9/11/2015               16,000           2,232,960     9/11/2015                   16,000   139.56   872,182 Christine A. Tsingos   —   98,584   197,168   394,335                     9/11/2015               2,500           348,900     9/11/2015                   2,500   139.56   87,623 John Goetz   —   251,063   502,125   1,004,250                     9/11/2015               8,000           1,116,480     9/11/2015                   8,000   139.56   280,394 Michael Crowley   —   92,250   184,500   369,000                     9/11/2015               3,000           418,680     9/11/2015                   3,000   139.56   105,148 John Hertia   —   116,903   233,805   467,611                     9/11/2015               3,000           418,680     9/11/2015                   3,000   139.56   105,148 (1) These amounts represent threshold, target and maximum amounts that could have been earned for fiscal year 2015 pursuant to the IBP. Actual amounts earned for fiscal year 2015 are included in the “Summary Compensation Table” above. A detailed description of our Cash Based Incentive Program is discussed above in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” (2) Represents restricted stock unit grants made under our 2007 Incentive Award Plan. Restricted stock units granted vest over a five-year period at a rate of 20% per year beginning one year from the grant date. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (3) Represents the grant of non-qualified stock options made under our 2007 Incentive Award Plan. Option awards have a ten-year term and vest over five years at a rate of 20% per year beginning one year from the grant date. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (4) The exercise price of Class A and Class B option awards is the closing price of the Company’s stock on the grant date. (5) The amounts set forth in the “Grant Date Fair Value of Stock and Option Awards” column are the full grant date fair values of the awards determined in accordance with FASB ASC Topic 718 Compensation – Stock Compensation. The valuation assumptions used in determining these amounts are described in Note 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2015. Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards All Other Stock Awards: Number of Shares of Stock or Units (#)(2) All Other Option Awards: Number of Securities Underlying Options (#)(3) Exercise or Base Price of Option Awards ($/Sh)(4) Grant Date Fair Value of Stock and Option Awards ($)(5) Threshold ($)(1) Target ($)(1) Maximum ($)(1) Norman Schwartz — 475,000 950,000 1,900,000           9/4/2018       13,000     4,239,950 9/4/2018         13,000 326.15 1,711,111 Christine A. Tsingos — 120,491 240,983 481,965           9/4/2018       3,000     978,450   9/4/2018         3,000 326.15 267,746 John Hertia — 137,500 275,000 550,000           9/4/2018       3,000     978,450 9/4/2018         3,000 326.15 267,746 Annette Tumolo — 129,250 258,500 517,000           9/4/2018       3,000     978,450   9/4/2018         3,000 326.15 267,746 Michael Crowley — 118,855 237,710 475,420           9/4/2018       3,000     978,450 9/4/2018         3,000 326.15 267,746   (1) These amounts represent threshold, target and maximum amounts that could have been earned for fiscal year 2018 pursuant to the IBP. Actual amounts earned for fiscal year 2018 are included in the “Summary Compensation Table” above. A detailed description of our Cash Based Incentive Program is discussed above in the section titled “Our Process for Setting Executive Compensation – Incentive Bonus Plan (Cash Based Incentive Program).” (2) Represents restricted stock unit grants made under our 2017 Incentive Award Plan. Restricted stock units granted vest over a five-year period at a rate of 20% per year on each anniversary of the grant date, subject to continued service. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (3) Represents the grant of non-qualified stock options made under our 2017 Incentive Award Plan. Option awards have a ten-year term and vest over five years at a rate of 20% per year on each anniversary of the grant date, subject to continued service. A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation – Equity Compensation.” (4) The exercise price of Class A option awards is the closing price of the Company’s Class A Common Stock on the grant date. (5) The amounts set forth in the “Grant Date Fair Value of Stock and Option Awards” column are the full grant date fair values of the awards determined in accordance with FASB ASC Topic 718 Compensation – Stock Compensation. The valuation assumptions used in determining these amounts are described in Note 9 to the Company’s audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2018.   BIO-RAD LABORATORIES, INC. -2016 2019 Proxy Statement    2728 Back to Contents OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the holdings of equity awards by the named executive officers as of December 31, 2015:2018:   Option Awards   Stock Awards Name Grant Date Option Awards   Stock Awards   Option Grant Date   Number of Securities Underlying Unexercised Options (#) Exercisable   Number of Securities Underlying Unexercised Options (#) Unexercisable(1)   Option Exercise Price ($)(2)   Option Expiration Date(3)   Number of Shares or Units of Stock That Have Not Vested (#)(4)   Market Value of Shares or Units of Stock That Have Not Vested (#)(5) Number of Securities Underlying Unexercised Options (#) Exercisable Number of Securities Underlying Unexercised Options (#) Unexercisable(1) Option Exercise Price ($)(2) Option Expiration Date(3)   Number of Shares or Units of Stock That Have Not Vested (#)(4) Market Value of Shares or Units of Stock That Have Not Vested (#)(5) Norman Schwartz   8/1/2007   37,500   —   75.00   8/1/2017   —   — 6/10/2009 37,000 — 75.38 6/10/2019   — — 9/8/2010 37,000 — 84.57 9/8/2020   —   6/11/2008   37,500   —   88.48   6/11/2018   —   — 11/4/2011 37,000 — 100.06 11/4/2021   —   6/10/2009   37,000   —   75.38   6/10/2019   —   — 9/12/2012 39,250 — 107.32 9/12/2022   —   9/8/2010   37,000   —   84.57   9/8/2020   —   — 9/11/2013 39,000 — 117.50 9/11/2023   —   11/4/2011   29,600   7,400   100.06   11/4/2021   2,400   332,904 9/10/2014 28,000 7,000 119.80 9/10/2024   2,000 460,000   9/12/2012   23,550   15,700   107.32   9/12/2022   5,234   726,008 9/11/2015 9,600 6,400 139.56 9/11/2025   6,400 1,472,000   9/11/2013   15,600   23,400   117.50   9/11/2023   7,800   1,081,938 9/7/2016 6,000 9,000 159.32 9/7/2026   9,000 2,070,000   9/10/2014   7,000   28,000   119.80   9/10/2024   8,000   1,109,680 9/5/2017 2,600 10,400 215.98 9/5/2027   10,400 2,415,088   9/11/2015   —   16,000   139.56   9/11/2025   16,000   2,219,360 9/4/2018 — 13,000 326.15 9/4/2028   13,000 3,018,860 Christine A. Tsingos   9/8/2010   600   —   84.57   9/8/2020   —   — 9/11/2013 640 — 117.00 9/11/2023   —   11/4/2011   2,400   600   98.04   11/4/2021   200   27,732 9/10/2014 400 119.54 9/10/2024   400 92,888   9/12/2012   1,950   1,300   107.32   9/12/2022   400   55,464 9/11/2015 500 1,000 139.56 9/11/2025   1,000 232,220   9/11/2013   1,280   1,920   117.00   9/11/2023   480   66,557 9/7/2016 1,000 1,500 159.32 9/7/2026   1,500 348,330   9/10/2014   400   1,600   119.54   9/10/2024   1,600   221,856 9/5/2017 600 2,400 215.98 9/5/2027   2,400 557,328   9/11/2015   —   2,500   139.56   9/11/2025   2,500   346,650 9/4/2018 — 3,000 326.15 9/4/2028   3,000 696,660 John Goetz   8/1/2007   3,500   —   75.32   8/1/2017   —   — John Hertia 9/10/2014 2,400 600 119.54 9/10/2024   600 139,332   6/11/2008   3,500   —   88.00   6/11/2018   —   — 9/11/2015 1,800 1,200 139.56 9/11/2025   1,200 278,664   6/10/2009   3,500   —   74.27   6/10/2019   —   — 9/7/2016 1,200 1,800 159.32 9/7/2026   1,800 417,996   9/8/2010   3,500   —   84.57   9/8/2020   —   — 9/5/2017 600 2,400 215.98 9/5/2027   2,400 557,328   11/4/2011   2,800   700   98.04   11/4/2021   240   33,278 9/4/2018 — 3,000 326.15 9/4/2028   3,000 696,660 Annette Tumolo 9/10/2014 —   400 92,888   9/12/2012   1,950   1,300   107.32   9/12/2022   600   83,196 9/11/2015 —   1,200 278,664   9/11/2013   1,280   1,920   117.00   9/11/2023   900   124,794 9/7/2016 — 1,800 159.32 9/7/2026   1,800 417,996   9/10/2014   1,200   4,800   119.54   9/10/2024   4,800   665,568 9/5/2017 600 2,400 215.98 9/5/2027   2,400 557,328   9/11/2015   —   8,000   139.56   9/11/2025   8,000   1,109,280 9/4/2018 — 3,000 326.15 9/4/2028   3,000 696,660 Michael Crowley   11/4/2011   —   —   —   —   231   32,030 9/10/2014 —   389 90,334   9/12/2012   —   —   —   —   668   92,625 9/11/2015 1,800 1,200 139.56 9/11/2025   1,200 278,664   9/11/2013   —   —   —   —   1,128   156,408 9/7/2016 1,200 1,800 159.32 9/7/2026   1,800 417,996   9/10/2014   —   —   —   —   1,556   215,755 9/5/2017 600 2,400 215.98 9/5/2027   2,400 557,328   9/11/2015   —   3,000   139.56   9/11/2025   3,000   415,980 9/4/2018 — 3,000 326.15 9/4/2028   3,000 696,660 John Hertia   11/4/2011   —   —   —   —   600   83,196   9/12/2012   —   —   —   —   1,200   166,392   9/11/2013   —   —   —   —   2,100   291,186   9/10/2014   600   2,400   119.54   9/10/2024   2,400   332,784   9/11/2015   —   3,000   139.56   9/11/2015   3,000   415,980 A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation — Equity Compensation.” A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation — Equity Compensation.” (1) Options granted vest over five years at 20% per year on each anniversary date of the grant, subject to continued service. (2) The exercise price of Class A and Class B option awards is the closing price of the Company’s Common Stock on the grant date. (3) Options granted have a ten-year term. (4) Restricted stock units vest over a five-year period at a rate of 20% per year on each anniversary of the grant date, subject to continued service. (5) Market Value is calculated based on the closing price of the Company’s Common Stock on December 31, 2018, which was $232.22 for Class A shares and $230.00 for Class B shares. (1) Options granted vest over five years at 20% per year on each anniversary date of the grant, subject to continued service. (2) The exercise price of Class A and Class B option awards is the closing price of the Company’s Common Stock on the grant date. (3) Options granted have a ten-year term. (4) Restricted stock units vest over a five-year period at a rate of 20% per year on each anniversary of the grant date, subject to continued service. (5) Market Value is calculated based on the closing price of the Company’s Common Stock on December 31, 2018, which was $232.22 for Class A shares and $230.00 for Class B shares.   A detailed description of our process for granting equity awards is discussed in the section titled “Our Process for Setting Executive Compensation — Equity Compensation.” (1) Options granted vest over five years at 20% per year on the yearly anniversary date of the grant. (2) The exercise price of Class A and Class B option awards is the closing price of the Company’s Common Stock on the grant date. (3) Options granted have a ten-year term. (4) Restricted stock units vest over a five-year period at a rate of 20% per year beginning one year from the grant date. (5) Market Value is calculated based on the closing price of the Company’s Common Stock on December 31, 2015, which was $138.66 for Class A shares and $138.71 for Class B shares. BIO-RAD LABORATORIES, INC. -2016 2019 Proxy Statement    2829 Back to Contents OPTION EXERCISES AND STOCK VESTED TABLE The following table provides information on the actual value receivedrealized upon exercise of stock options and vesting of restricted stock by the named executive officers in 2015:2018: Name Option Awards   Stock Awards Number of Shares Acquired on Exercise (#) Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting (#) Value Realized on Vesting ($)(2) Norman Schwartz 37,500 7,368,750   13,400 4,166,066 Christine A. Tsingos — —   2,160 672,894 John Hertia — —   3,100 963,225 Annette Tumolo 1,200 114,816   2,600 809,114 Michael Crowley — —   2,565 798,325   (1) Represents the dollar value realized based on the difference between the closing price of the Company’s applicable class of Common Stock on the date of exercise (or sales price if sold on the date of exercise) and the exercise price of the option. (2) Represents the dollar value based on the closing price of the Company’s applicable class of Common Stock on the vesting date.     Option Awards   Stock Awards Name   Number of Shares Acquired on Exercise (#)   Value Realized on Exercise ($)(1)   Number of Shares Acquired on Vesting (#)   Value Realized on Vesting ($)(2) Norman Schwartz   152,541   10,171,875   12,017   1,675,769 Christine A. Tsingos   5,400   267,125   1,160   161,586 John Goetz   7,000   592,363   2,280   317,234 Michael Crowley   —   —   1,580   220,192 John Hertia   —   —   3,100   432,222 (1) Represents the dollar value realized based on the difference between the closing price of the Company’s Common Stock on the date of exercise (or sales price if sold on the date of exercise) and the exercise price of the option. (2) Represents the dollar value based on the closing price of the Company’s Common Stock on the vesting date. PENSION BENEFITS Our named executive officers received no benefits in fiscal 20152018 under defined benefit pension or defined contribution plans other than contributions to each of our named executive officers of $13,250 in 2015 to our tax qualified 401(k) Profit Sharing Plan.plans. NONQUALIFIED DEFINED CONTRIBUTION AND OTHER NONQUALIFIED DEFERRED COMPENSATION PLANS We do not maintain any nonqualified deferred compensation plans. BIO-RAD LABORATORIES, INC. -2016 Proxy Statement29 Back to Contents POTENTIAL PAYMENTS ON TERMINATION OR CHANGE IN CONTROL Aside from provisions in our 2007 Incentive Award Plan, our 2017 Incentive Award Plan and our discretionary severance benefits, which are discussed in the next paragraph, we do not provide any additional payments to named executive officers upon their resignation, termination, retirement or upon a change of control. Our named executive officers do not currently have employment agreements with the Company. Our 2007 Incentive Award Plan providesand our 2017 Incentive Award Plan provide that in the event of a “change in control,” all equity awards will become fully exercisable and all forfeiture restrictions on such awards will lapse immediately prior to such change in control, unless otherwise specified in any applicable award agreement. OurThe award agreements with respect to our outstanding restricted stock unit award agreements currentlyawards granted prior to 2016 provide that no such acceleration shall apply when the successor corporation assumes the equity awards or substitutes equivalent rights for such awards. Our severance benefits are discretionary, and may be provided when we terminate an individual’s employment in the normal course of business and the termination is not “for cause.” Pursuant to our discretionary internal guidelines, our named executive officers could be eligible to receive the estimated severance pay indicated below. The following table sets forth values that could have been realized by our named executive officers as of December 31, 20152018 upon a change in control of our Company (in the case of accelerated equity) in the event the equity awards were not assumed or substituted by the successor corporation and as a result all unvested equity awards became fully vested,, or upon termination of employment of the named executive officers (in the case of estimated severance pay):     Potential Benefits Upon a Change in Control   Potential Post-Termination Benefits Name   Intrinsic Value of Accelerated Stock Options ($)(1)   Intrinsic Value of Accelerated Restricted Stock Units ($)(2)   Estimated Severance Pay ($) Norman Schwartz   1,804,627   5,469,890   893,000 Christine A. Tsingos   137,293   718,259   219,075 John Goetz   202,539   2,016,116   669,500 Michael Crowley   —   912,799   241,269 John Hertia   45,888   1,289,538   438,150 (1) Intrinsic value is based on the difference between the closing price of the Company’s Common Stock on December 31, 2015 and the exercise price of the option. (2) Intrinsic value is based on the closing price of the Company’s Common Stock on December 31, 2015. BIO-RAD LABORATORIES, INC. -2016 2019 Proxy Statement    30 Back to Contents Name Potential Benefits Upon a Change in Control   Potential Post-Termination Benefits Intrinsic Value of Accelerated Stock Options ($)(1) Intrinsic Value of Accelerated Restricted Stock Units ($)(2)   Estimated Severance Pay ($) Norman Schwartz (Class A Common Stock) 168,896 5,433,948   950,000 Norman Schwartz (Class B Common Stock) 1,986,336 4,002,000   (see line above) Christine A. Tsingos (3) 286,058 1,927,426   271,154 John Hertia 348,996 2,089,980   500,000 Annette Tumolo 170,196 2,043,536   470,000 Michael Crowley 281,388 2,040,982   333,463   (1) Intrinsic value is based on the difference between the closing price of the Company’s applicable class of Common Stock on December 31, 2018 and the exercise price of the option. (2) Intrinsic value is based on the closing price of the Company’s applicable class of Common Stock on December 31, 2018. (3) Ms. Tsingos will retire from her position as Executive Vice President and Chief Financial Officer effective April 5, 2019 but will continue to be employed by the Company until May 10, 2019 to assist with the transition of matters to the Company’s new Executive Vice President and Chief Financial Officer. Ms. Tsingos is not entitled to any separation benefits in connection with her retirement. PAY RATIO DISCLOSURE Pursuant to Item 402(u) of Regulation S-K, we are providing the following reasonable estimate of the ratio of the median annual total compensation of all of our employees and the annual total compensation of our CEO, Norman Schwartz. For 2018:   Median Employee Total Compensation $ 66,072 CEO’s Total Compensation $ 7,639,414 Ratio of CEO to Median Employee Total Compensation   116:1 The ratio is a reasonable estimate calculated in a manner consistent with SEC requirements. Since SEC rules for identifying the median employee and determining the CEO pay ratio permit companies to employ a wide range of methodologies, estimates and assumptions, the pay ratio reported by other companies may not be comparable to our pay ratio. As allowed by Item 402(u) of Regulation S-K, we are using the same median employee for our 2018 pay ratio disclosure as we used for our 2017 pay ratio disclosure because there has been no change in our employee population or employee compensation arrangements that we believe would significantly impact the pay ratio disclosure. To identify the median of the annual total compensation of all our employees, as well as to determine the annual total compensation of our median employee, the methodology that we used was as follows: • We chose October 1, 2017 as the date for establishing the employee population used in identifying the median employee. Our employee population included all U.S. and non-U.S full-time, part-time, temporary and seasonal employees, excluding our CEO. Back to Contents • We identified a median employee using a consistently applied compensation measure of base salary and base wages, as compiled from our payroll records. We used January 1, 2017- September 30, 2017 as the measuring period. Compensation paid in foreign currency was converted to U.S. dollars based on exchange rates in effect on December 31, 2017. We adjusted base salaries and wages to a nine-month equivalent for any newly hired, full-time employees who were hired between January 1, 2017 and September 30, 2017. No cost-of-living adjustments were made. • The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K.   BIO-RAD LABORATORIES, INC. - 2019 Proxy Statement31 Back to Contents Stockholder Proposals If you want us to consider including a proposal in next year’s proxy statement, you must deliver it in writing to Attention: Corporate Secretary, Bio-Rad Laboratories, Inc. at 1000 Alfred Nobel Drive, Hercules, California 94547, no later than December 1, 2016. 6, 2019. Our By-lawsAmended and Restated Bylaws require a stockholder to give advance notice of any proposal to conduct business, or to present a nomination of one or more candidates for election to the Board, that the stockholder wishes to bring before a meeting of our stockholders. In general, for business proposals or nominations to be brought before an annual meeting by a stockholder, written notice of the stockholder proposal or nomination, which complies with the requirements set forth in the By-laws,Amended and Restated Bylaws, must be received by our Secretary at the address above during the period beginning 120 days and ending 90 days before the anniversary of the last annual meeting (no earlier than December 27, 201631, 2019 and no later than January 26, 2017).30, 2020. However, if the date of the upcoming annual meeting is more than 30 days before or more than 60 days after the anniversary of the last annual meeting, notice must be received by the Secretary during the period beginning 120 days before the upcoming annual meeting and ending on the later of (i) 90 days before the upcoming annual meeting and (ii) 10 days after the earlier of the day on which notice of the date of the meeting was mailed and the day on which public disclosure of the date of the meeting was made. Other Matters As of the date of this proxy statement, our Board of Directors does not know of any business to be presented for consideration at the Annual Meeting other than that described above. If any other business should properly come before the Annual Meeting, the shares represented by proxies will be voted in accordance with the judgment of the persons named in such proxies. Annual Report Our Annual Report for the year ended December 31, 2015,2018, including financial statements, is being mailed concurrently with this proxy statement, to all of our stockholders as of the record date for the Annual Meeting. This proxy statement incorporates by reference the information set forth in our Annual Report on Form 10-K for the year ended December 31, 20152018 under the following headings: Item 6. Selected Financial Data; Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations; Item 7A. Quantitative and Qualitative Disclosures about Market Risk; Item 8. Financial Statements and Supplementary Data; Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure; and Item 9A. Controls and Procedures. StockholdersofrecordonFebruary28,2019mayobtaincopieswithoutchargeofourAnnualReportonForm10-K(excludingexhibits)filedwiththeSecuritiesandExchangeCommissionbywritingtoAttention:CorporateSecretary,Bio-RadLaboratories,Inc.,1000AlfredNobelDrive,Hercules,California94547. Stockholders of record on February 29, 2016 may obtain copies without charge of our Annual Report on Form 10-K (excluding exhibits) filed with the Securities and Exchange Commission by writing BIO-RAD LABORATORIES, INC. - 2019 Proxy Statement32 Back to Attention: Corporate Secretary, Contents Bio-Rad Laboratories, Inc., 1000 Alfred Nobel Drive, Hercules, California 94547. BIO-RAD LABORATORIES, INC. -2016 Proxy Statement31 Back to Contents Bio-Rad Laboratories, Inc. 1000 Alfred Nobel Drive Hercules, California 94547 Back to Contents Back to Contents Back to Contents Back to Contents Back to Contents Back to Contents Back to Contents Back to Contents