This Proxy Statement contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements may be identified by words like “anticipate,” “expect,” “project,” “believe,” “plan,” “may,” “estimate,” “intend” and other similar words. Forward-looking statements in this proxy statementProxy Statement include, but are not limited to, statements regarding individual and Company performance objectives and targets and statements relating to the benefits of the Company’s acquisitions, product launches and business strategies. These and other forward-looking statements are based on our beliefs, assumptions and estimates using information available to us at the time and are not intended to be guarantees of future events or performance. Factors that may cause actual results to differ materially from those contemplated by the statements in this proxy statementProxy Statement can be found in the Company’s periodic reports on file with the Securities and Exchange Commission (the “SEC”). The forward-looking statements speak only as of the date of this Proxy Statement and undue reliance should not be placed on these statements. We do not undertake to publicly update or revise any forward-looking statements. This cautionary statement is applicable to all forward-looking statements contained in this document.

We provide below highlights of certain information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider before you decide how to vote. You should read the entire proxy statementProxy Statement carefully before voting.

To assist you in reviewing the proposals to be acted upon, we are providing information about business, governance and compensation highlights for fiscal year 2020.FY 2021. For more complete information about these topics, please review the Company’s Annual Report on Form 10-K and the complete Proxy Statement.

2020

The Company had taken a number of ways. The Company focused first and foremostmeasures early on employee health and safety. Specifically, week by week asin the crisis unfolded, the Company took the protective steps necessary to keeppandemic with a focus on keeping our employees safe while ensuring continued operations as an essential business supporting our customers’ COVID-19 discoveries and other important medical research, diagnostics and therapeutics development. The Company implemented a number of measures to protect the safety of those employees who were required to work on site, including having employees who could work remotely do so, modifying work schedules, establishing alternating shifts, implementing health measures such as mandatory mask usage, improving site cleaning and segregating the workplace into work areas to limit employee interaction. The Board was kept apprised of these safety measures through regular communications from management that also included copies of the weekly emails that were sent to all employees globally. As a result of the Company’s robust focus on health and safety and our employees’ cooperation, we have had minimal disruption to the business caused by employee illness and, to date, no known virus transmissions on site.

While the pandemic temporarily impacted revenues, the Board believes the Company is well-positioned to not only survive but thrive once the pandemic has subsided. Consequently, both the Board and its Executive Compensation Committeemanagement were focused on preserving business and retaining employees so that the Company is prepared to capitalize on future opportunities. As a result of the Company’s disciplined cash management and strong balance sheet, thus far the Company has chosen not to furlough any employees or reduce compensation. In fact, as described in more detail in the CD&A, the Company chose to award annual bonuses based on financial performance that excluded the fourth quarter, and to do so broadly throughout the Company. Annual cash bonuses were paid for the first time to all management, not just middle and upper management. In addition, sales employees with commission plans were given reduced revenue targets in light of the pandemic. Broadly speaking, the Board and Executive Compensation Committee was very focused on maintaining employee morale and retaining key employees, believing that doing so was the best way to secure the Company’s long-term future.

In addition Those early actions, described more fully in last year’s proxy, resulted in minimal disruption to overseeing the healthbusiness in FY 2020 and welfare oflaid the foundation for the Company’s employees, management focused onsuccess in FY 2021.

Management and the Board faced continued uncertainty heading into FY 2021, however. Consequently, the Company continued protective employee safety and business continuity ensuring that its suppliers were able to continue supply of critical components for key products required by our customers. Management closely monitored financial impacts and adjusted expenditures to mitigate revenue losses resulting from customers’ site closures. Management also monitored internal controls to ensure remote working did not negatively impact company processes and financial reporting and disclosures.

Themeasures throughout FY 2021. And the Board and its committees received detailedcontinued to receive regular reports on management’s activities during thein response to pandemic both at Board and committee meetings and in interim written reports,impacts, thereby fulfilling its risk oversight and strategic guidance roles. The Board also received regular reports from management regarding the Company’s significant initiatives to develop and launch new products specifically for research, diagnostic and therapeutic efforts to respond to the COVID-19 disease, as described above.

Many of our corporate governance practices are the direct result of feedback from our shareholders and other stakeholders. The result of our continuous efforts to improve the governance of our company can be seen in our well-balanced, strong and experienced board, our ongoing shareholder engagement efforts, our executive compensation program and our incorporation of many market best practices.

The Company values the perspectives of its shareholders. Management meets frequently with key shareholders to discuss the Company’s financial performance and strategies. In fiscal year 2020,As described more fully in the section below entitled “Shareholder Engagement and Communications,” in FY 2021, directors and management once again undertook a robust engagement process with our largest shareholders.shareholders regarding governance, social and environmental issues. We reached out to shareholders representing over 50% of our shares outstanding. Our shareholders were generally positive about the company’sCompany’s financial performance and governance positions, as well as our decisioninitiatives with respect to issue our first Corporate Sustainability Report,sustainability, as described below in “Corporate Sustainability.”

At the recommendation of the Nominations and Governance Committee, the Board recentlylast year amended its Principles of Corporate Governance to respond to feedback from shareholders and formalize the Company’s commitment to diversity of leadership in all respects, including specifically diversity of gender, ethnicity and race. In furtherance of this goal, in late June 2020, the Board appointed a second woman, Julie Bushman, to serve as a director; she is one of the nominees listed below. The Board also directed management to gather and disclose information regarding directors’ status with respect to underrepresented minority categories, as disclosed below.

Our strong performance during fiscal year 2020, and the past several years,FY 2021 can be at least partially attributed to our experienced board of directors. Our predominantly independent board includes a range of newer and tenured directors with a balanced and diverse background of experience, education and talent. The following is information about our current slate of nominees:

nominees and some of the best practices our board follows:

As a highly acquisitive science-based company, we focus on a mix of science/technology and business expertise. Our directors reflect this balance, as well as a diverse mix of other skills and experience needed to help drive our strategies. The following describes the specific skills and experience we seek in directors to better align with the Company’s strategic vision and business, and the number of our director-nominees with that identified skill:

With our strategic focus on growing the business over the long term, it is imperative that our executive compensation program motivates our talented management team in such a manner as to encourage and reward successful execution of this business strategy. To achieve this, we have established an executive pay program with a strong pay-for-performance foundation. We utilize the following compensation elements:

Our bylaws provide that the number of directors shall be determined by the shareholders at each Annual Meeting. Your Board unanimously recommends that the number of directors be set at nine.

Under applicable Minnesota law and the Company’s bylaws, approval of the proposal to set the number of directors at nine requires the affirmative vote of the holders of the greater of: (1) a majority of the voting power of the shares represented in person or by proxy at the Annual Meeting with authority to vote on such matter; or (2) a majority of the voting power of the minimum number of shares that would constitute a quorum for the transaction of business at the Annual Meeting.

Over the last sixseven years, we have undergone a thoughtful, gradual board refreshment process as we have also significantly expanded the Company. In 2014, we implemented a director retirement provision in our Principles of Corporate Governance and have subsequently followed that policy. As a result, the average director tenure has dropped from 13.8 years in 2013 to 9.110 years currently.

While refreshment is important, it is also critical to the effectiveness of the Board to make replacements gradually so that the Board retains a balance of experience and new perspectives. In 2017, with three directors reaching the retirement age of 75, the Nominations and Governance Committee recommended, and the Board unanimously approved, a transition plan that staggered these individuals’ retirement to provide for continuity and a smooth transition. At the 2017 and 2018 Annual Meetings, the shareholders elected three new Board members as part of the refreshment process. Mr. Harold Wiens is reaching retirement age this yearretired in 2020 and is not up for re-election. In anticipation of his retirement, the Board appointedwas replaced by Ms. Julie L. Bushman on July 31, 2020, and she is now standing for election for the first time at the current Annual Meeting. Ms. Bushman was recommended for nomination by retiring director Harold Wiens.

Bushman.

The nine directors elected at the Annual Meeting will hold office until the 20212022 Annual Meeting of Shareholders and until their successors have been elected and qualified, or until their earlier death, resignation or removal. Each nominee has informed the Board that he or she is willing to serve as a director. If any nominee should decline or become unable or unavailable to serve as a director for any reason, your proxy (the “Proxy”) authorizes the persons named in the Proxy to vote for a replacement nominee, if the Board names one, as such persons determine in their best judgment. As an alternative, the Board may reduce the number of directors to be elected at the Annual Meeting.

Under the Company’s Amended and Restated Articles of Incorporation, directors will be elected as follows: (i) if the number of director nominees is equal to (or less than) the number of directors to be elected, directors will be elected by a majority vote, meaning that directors who receive a greater number of “FOR” votes than “AGAINST” votes will be elected; (ii) if the number of director nominees exceeds the number of directors to be elected, directors will be elected by a plurality of votes cast. Under the Board’s director resignation policy, an incumbent director who does not receive a majority of the votes cast “FOR” his or her election, in an election where the majority vote standard applies, must offer to tender his or her resignation to the Company’s Nominations and Governance Committee. The policy further provides that the Board, taking into account the recommendation of the Nominations and Governance Committee, will act on a tendered resignation and publicly disclose its decision within 90 days of receiving certification of the election results. If the Board does not accept such director’s resignation, the director will continue to serve until the next annual meeting and until his or her successor is duly elected.

The following is a brief description of each nominee, including age, years of service on this Board, other public company directorships, as well as principal occupation, position and business experience for at least the past five years. Each director’s biographical information includes a description of the director’s experience, qualifications, attributes or skills that qualify the director to serve on the Company’s Board.

The Board of Directors is the Company’s governing body, with responsibility for oversight, counseling and direction of the Company’s management to serve the short- and long-term interests of the Company and its shareholders. The Board’s goal is to build long-term value for the Company’s shareholders and to ensure the vitality of the Company for its customers, employees and other individuals and organizations that depend on the Company. To achieve its goal, the Board monitors both the performance of the Company and the performance of the CEO. It is also integrally involved in strategic planning, in partnership with the management team. It regularly undertakes an in-depth review of management’s long term and short-term strategic plan, and periodically provides input as the strategic plan is implemented and evolves.

The Board has adopted Principles of Corporate Governance applicable to all directors, which can be found on the Investor Relations page of our website at www.bio-techne.com. The Principles describe the Company’s corporate governance practices and policies and provide a framework for the governance of the Company. Among other things, they require a majority of the members of the Board to be independent directors and require candidates for director to meet minimum qualifications including high moral character and mature judgment. The Principles also specify that the Company shall maintain Audit, Executive Compensation and Nominations and Governance Committees which consist entirely of independent directors.

The Board annually reviews the independence of each director. The Board has affirmatively determined that all of the Company’s non-employee directors are “independent” as such term is defined in the applicable requirements of the SEC and Nasdaq (collectively, the “Applicable Rules”). Mr. Kummeth is not independent based on his service as the Company’s CEO and President. In making its independence determinations, the Board reviewed transactions and relationships between the director, or any member of his or her immediate family, and the Company and its subsidiaries based on information provided by the director, Company records and publicly available information.

Mr. Baumgartner, an independent director, serves as Chair of the Board. The Board has determined that dividing the roles of Chair and CEO is currently the most effective leadership structure for the Company because of the differences between the two roles. The Board is responsible for setting the strategic direction for the Company. The Chair of the Board sets the agenda for Board meetings and presides over meetings of the full Board and executive sessions of the independent directors. The CEO executes the Board’s direction and is responsible for the day-to-day leadership and performance of the Company. In addition, the independent directors of the Board meet in executive session without members of management present on a regularly scheduled basis.

The Board has determined that maintaining an independent Chair, along with the independence of a majority of directors, helps maintain the Board’s independent oversight of management and ensures that the appropriate level of independence is applied to all Board decisions. In addition, each of the four Board committees consists entirely of independent directors.

Risk assessment and oversight is an integral part of Board and Committee deliberations throughout the year. The Company’s Board administers its risk oversight function through its Committees,committees, as described below. It oversees some categories of risk as an entire board directly, specifically with respect to strategic, technology, cybersecurity and operational risks, as well as risks related to environmental and social matters. In performing their oversight responsibilities, the Board and Committees review policies and guidelines that senior management use to manage the Company’s exposure to material categories of risk. In addition, the Board and Committees review the performance and functioning of the Company’s overall risk management function and management’s establishment of appropriate systems for managing risk.

Each of the Board’s committees has risk oversight duties corresponding to its areas of responsibility, as described in its charter. The Audit Committee has oversight responsibility with respect to the Company’s financial risk assessment and financial risk management. The Audit Committee meets regularly with management and the Company’s independent auditors to review the Company’s risk exposures, the potential financial impact those risks may have on the Company, the steps management takes to address those risks, and how management monitors emerging risks. With respect to the Company’s compensation plans and programs, the Executive Compensation Committee structures such

The Nominations and Governance Committee periodically assesses the skills and experience needed of directors to properly oversee the short- and long-term interests of the Company. The Committee utilizes a variety of methods for identifying and evaluating candidates for director, with the ultimate goal of maintaining a well-rounded Board that functions collegially and independently. Candidates for the Board are considered and selected on the basis of the criteria set forth in our Principles of Corporate Governance, including outstanding achievement in their professional careers, experience, wisdom, personal and professional integrity, their ability to make independent, analytical inquiries, and their understanding of the business environment. Candidates must have the experience and skills necessary to understand the principal operational and functional objectives and plans of the Company, the results of operations and financial condition of the Company, and the position of the Company in its industry. Candidates must have a perspective that will enhance the Board’s strategic discussions and be capable of and committed to devoting adequate time to Board duties. With respect to incumbent directors, the Nominations and Governance Committee also considers past performance on the Board and contributions to the Company, in part through an annual assessment process.

While the Company does not have a formal diversity policy for board membership, the Company seeks directors who represent a mix of backgrounds and experiences that will enhance the quality of the Board’s deliberations and decisions. The Nominations and Governance Committee considers, among other factors, diversity with respect to perspectives, backgrounds, skills and experience in its evaluation of candidates for board membership. Such diversity considerations are discussed by the Nominations and Governance Committee in connection with the general qualifications of each potential nominee. The Nominations and Governance Committee also appreciates and is taking into account recent shareholder feedback regarding the importance of board diversity. At the recommendation of the Nominations and Governance Committee, the Board recentlylast year amended its Principles of Corporate Governance to reflect that feedback and formalize the Company’s commitment to diversity in all respects, including specifically diversity of gender, ethnicity and race. This year for the first time, the Board asked directors to voluntarily disclose information to help assess their status as underrepresented minorities, which information is disclosed above in “Board Nominees.” In furtherance of this goal,its desire to increase diversity, the Company is committed to actively seeking out highly qualified diverse candidates (including women and minority candidates) to include in the pool from which Board nominees are chosen.

The Nominations and Governance Committee will apply the same criteria in evaluating candidates recommended by shareholders as is used for candidates recommended by other sources, which criteria are described above. Recommendations may be sent to the attention of the Nominations and Governance Committee at the Company’s address: 614 McKinley Place N.E., Minneapolis, MN 55413. Any such recommendations should provide whatever supporting material the shareholder considers appropriate but should at a minimum include such background and biographical material as will enable the Nominations and Governance Committee to make an initial determination as to whether the nominee satisfies the criteria for directors set forth in our Principles of Corporate Governance. Shareholders who intend to nominate a candidate for election by the shareholders at the Annual Meeting (in cases where the Board does not intend to nominate the candidate or where the Nominations and Governance Committee was not requested to consider his or her candidacy) must comply with the procedures described under the section of this Proxy Statement entitled “Additional Corporate Governance Matters—Shareholder Proposals for 20212022 Meeting,” and with Bio-Techne’s bylaws.

As described in the first paragraph

The Board continues to consider regular refreshment of “Item 2 Election of Directors,” above, threeits membership as an important governance consideration. Two directors retired in FY 2017, andanother in FY 2018, and a fourth in FY 2019, all after meeting the retirement age as specified in our Principles of Corporate Governance. In 2017, with three directors reachingThis has allowed for regular refreshment, including the retirement ageaddition of 75, the Nominations and Governance Committee recommended, and the Board unanimously approved, a transition plan that staggered these individuals’ retirement to provide for continuity and a smooth transition. At the 2017 and 2018 Annual Meetings, the shareholders elected three new Board members as part of the refreshment process. This year, Mr. Harold Wiens is reaching retirement age and is not up for re-election. In anticipation of his retirement, the Board conducted a search and ultimately elected Ms. Julie L. Bushman as the Company’s newest director on July 31, 2020; Ms. Bushman is now standing for election for the first time at the current Annual Meeting.

18

2020 Proxy Statement

in 2020.

The Company believes that compensation for non-employee directors should be competitive and should encourage ownership of the Company’s stock. The Executive Compensation Committee periodically reviews the level and form of the Company’s director compensation and, if it deems appropriate, recommends to the Board changes in director compensation.

We have built a creative, caring team of colleagues who bring unique perspectives and talents in support of our strategic goals. We have grown from approximately 700850 employees in 2013 to approximately 2,300over 2,700 employees globally today, adding people both through organic growth and by acquisition. Ensuring that our employees -- both those who have been with us for years and those who recently joined Bio-Techne – share a common vision and set of values has been and will continue to be critical to our success. One way we have achieved that is through implementation of a common set of four key EPIC values – Empowerment, Passion, Innovation and Collaboration. Employees’ dedication to these values are leading the Company to develop and launch innovative technologies that help our customers address some of society's most difficult challenges in the healthcare and life sciences fields.

fields, improve the communities we work in and build a sustainable and thriving corporate culture.

We understand that delivering on our mission over the long term requires a focus by management on corporate sustainability, including environmental, social, and governance (“ESG”) considerations, with oversight by the Board, both directly and through its committees. Specifically, management focuses on what the Company terms the “Four Pillars” of corporate sustainability, and periodically reportreports its progress on initiatives under these Four Pillars to the Board.

Board or its committees, as appropriate.

In this Compensation Discussion and Analysis (“CD&A”), we provide an overview of our executive compensation philosophy and objectives as well as a description of the material components of our executive compensation program. This CD&A is intended to be read in conjunction with the tables which immediately follow this section, which provide further historical compensation information.

We continued to execute on our long-term growth strategy in FY 2020,2021, despite the challenges resulting from the pandemic in the latter half of our fiscal year.pandemic. Our CEO has led a strategy ofdriving growth through investmentsinnovation, making organic investment in the core business as well as expanding our portfolio and end markets through our most recent acquisitions, together with new COVID-19acquisitions. This focus on innovation, continued execution of our strategy, and strong demand for our proteomic, genomic and diagnostic products that yielded additional revenue, all of which has resulted in another year of positivevery strong financial performance. The Company ended the year with 4%22% organic revenue growth, withresulting in total revenues of $739$931 million for FY 2020.2021. The Company continues to diversify in many adjacent life science areas that we expect will provide accelerated growth and stability for investors, including diagnostics and proteomic tools for use in therapeutics as well as research. Our acquisitions are fundamental to our growth plans and, we believe, enable us to meet or exceed our long-term strategic targets. At the same time, we continue to focus on investing in the core of our business, as well as maintaining operational productivity, managing costs and investing prudently. As a result, we were able to maintaingrow our adjusted operating income by 47.2% to $362 million, resulting in our core business and returnan adjusted operating margin of 38.9% for the year. During FY 2021, we returned approximately $49$93 million to our shareholders, including $50 million in the form of dividends this year.

and $43 million in share buybacks.

Our Executive Compensation Committee (the “Committee”) aligns pay with performance and strategic initiatives by tying a significant portion of awards to rigorous revenue- and earnings-based financial goals and by using both short- and long-term incentives.

Due to the

The COVID-19 pandemic 2020 has been anbrought about unprecedented yeardisruptions, changes and opportunities for allglobal business; for many companies, andthe pandemic fundamentally changed their financial goals and business strategies havestrategies. And dealing with the uncertainty and unpredictability has been fundamentally changed. Atparticularly challenging for business leaders. The Committee determined that management’s excellent leadership throughout the endearly months of the second quarter ofpandemic in FY 2020 had set up the Company for success in FY 2021 and beyond. Not only was the Company able to avoid furloughs or layoffs and continue to make and ship products, but it had quickly pivoted its product development efforts to provide tools for Covid-19 research and diagnostics. Nonetheless, as the Company planned for FY 2021 last spring and early summer, the course of the pandemic and its impact on track for a record year with an expected organicour business remained highly unpredictable. The Company certainly projected some revenue growth rateas customers appeared to be returning to work but continued to operate in a conservative manner. Given these factors, the Committee determined that it would grant a supplemental award of greater than 10%. During Q3 (February in Chinastock options to executive officers comprised of time-based options vesting over three years and March in Europe anda performance-based option award tied to sales of Covid-19 related products over the U.S.), sales in most sectors beganthree years ending with FY 2023. The intent of this grant was to stall as the pandemic forced many of our customers to close labs. Despite that, management was able to guidereward executive leadership for positioning the Company through the remainder of the fiscal yearfor success, encourage continued retention, and drive incremental financial performance and shareholder value creation consistent with no employee furloughs or restructuring, and with an array of new products developed and launched addressing diagnosis and treatment of COVID-19, all while maintaining a strong cash position.

Based on the previously set performance targets, the Company would not have paid bonuses for fiscal year 2020, as shown in the table below (note that minimum of 97% of target for organic revenue and 95% of adjusted operating income is required to receive a bonus payout):

Metric

Target

Actual

% of Target Achieved

Company Organic Revenue through Q4 FY 2020

$

787.1M

$

743.2M

94.4

Company Adjusted Operating Income through Q4 FY 2020

$

266.0M

$

249.8M

93.9

our performance-driven executive compensation program.

In its review of FY 20202021 performance, the Executive Compensation Committee (the “Committee”) determined that Company management provided outstanding leadership through the pandemic and ledinto the Company to a superior position than was expected at the beginning of the pandemic.recovery. Among the matters considered by the Committee were: (i) the strength of the Company’s performance throughthroughout the thirdyear, despite some slowness in the first quarter (which reflected some negative revenue impact of the pandemic);FY 2021; (ii) the Company’s record performance for the entire fiscal year despite material impactson both the top and bottom line; (iii) the desire to reward and retain key employees as a result of customer lab closures particularly in the fourth quarter; (iii) concerns about retention of key employees;excellent financial performance; and (iv) the Company’s strong stock performance over the fiscal year, resulting in almost a doubling of the fourth quarterstock price, as investors recognized the Company’s excellent management of the pandemic and strong growth expectations post-pandemic.

In light of all of the factors described above, and taking into consideration the enormous effort and operational excellence management demonstrated throughin responding to and weathering the COVID-19Covid-19 crisis, the Committee believedconfirmed that not paying bonuses would not reflectmanagement were entitled to receive the actual performance ofmaximum bonus for corporate-wide performance. Moreover, all management and would not beemployees participating in the best interests ofCompany’s management incentive plan received above target cash bonuses for FY 2021. In addition, the Company dueextended the cash bonus program further to harm to the Committee’s retention goals. Instead, the Committee determined that paying a bonus based on performance through Q3include more accurately reflected management performance and encouraged retention.

Moreover, the Committee believed that such evaluation of performance should be applied to all management and other key employees who helped the Company manage through the pandemic, not just the NEOs. In fact, foremployees. For the first time this year,in FY 2020, all levels of management employees had received a Company performance-based bonus, resulting in over 20% of employees receiving an annual bonus. For those employees on sales commission plans,In FY 2021, the Company adjusted targets forfurther extended the fourth quarterbonus program to include all exempt individual contributors as well (not including those who receive commissions), resulting in almost 60% of fiscal year 2020 to makeemployees participating in a bonus program.

Consequently, since the plans more achievable in light ofCompany significantly exceeded the pandemic. Those sales employees who were entitled to receive commissions under their revised plans were paid; in some cases the payments were significant to recognize achievement significantly above their revised plan.

Consequently,annual operating plan and target metrics, the Committee approved annual cash incentive payouts for all executive officers as well as all other management and key employees, at 116%200% of target. It based the calculation on FY 2020 performance through the third quarter, which had the effect of reflecting some but not all of the negative impact of the pandemic,target, as follows: