Bio-Rad Laboratories (BIO) investor relations material

Executive summary

• The annual meeting is scheduled for April 21, 2026, with voting on director elections, auditor ratification, executive compensation, an amended incentive plan, and a shareholder proposal regarding the dual class structure.

• Holders of Class A and Class B Common Stock are eligible to vote, with different voting rights per class; a majority of each class is required for director elections.

• The Board recommends voting for all director nominees, for the auditor ratification, for executive compensation, for the amended incentive plan, and against the shareholder proposal.

Voting matters and shareholder proposals

• Six directors are up for election: two by Class A and four by Class B shareholders.

• Proposal to ratify KPMG LLP as independent auditors for 2026.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Proposal to approve the amended 2017 Incentive Award Plan, increasing reserved shares by 335,000 and extending expiration to March 2036.

• Shareholder proposal seeks to eliminate the dual class structure and establish equal voting rights for all shares; Board recommends voting against.

Board of directors and corporate governance

• The Board consists of six members, with four independent directors.

• The company is a "controlled company" under NYSE rules due to the Schwartz family's majority voting power.

• Board committees include Audit, Compensation, and Legal & Regulatory Compliance; no nominating committee due to controlled status.

• Lead Independent Director role is held by Gregory K. Hinckley.

• Board emphasizes diversity, risk management, and ESG competence in director qualifications.