Also in connection with Proposal 3, Section 5(B) of the Plan as set forth on page A-7 of Appendix A is amended and restated as follows:
(B) Awards granted under the Plan shall be subject to the
following limitations: (i) subject to Sections (C) and 12 of the Plan, no more than the sum of (A) 1,000,000 shares of Common Stock plus (B) the number of shares of Common Stock that, as of the Effective Date, are remaining available
for issuance or delivery, and not subject to outstanding awards, under the Prior Plan may be delivered in the aggregate pursuant to Awards granted under the Plan (such sum of (A) and (B), the Effective Date Share Limit);
(ii) subject to Section 12 of the Plan, no more than the number of shares of Common Stock equal to the Effective Date Share Limit may be delivered in the aggregate pursuant to the exercise of Incentive Stock Options granted under the Plan; and
(iii) the maximum number of shares subject to Awards granted to any Non-Employee Director during a single fiscal year shall be limited so that the Awards, taken together with any cash fees paid
to such Non-Employee Director in respect of his or her service during such year (including service as a member or chair of any committees of the Board), do not exceed $450,000 in total value
(calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). Notwithstanding the foregoing, the Board may make exceptions to the limit in the foregoing clause (iii) for (A) a non-executive chairman of the Board, provided that such non-executive chairman does not participate in the decision to award such compensation,
and (B) special projects and ad hoc committee appointments, as deemed appropriate by the Board, from time to time.
ADDITIONAL INFORMATION AND WHERE TO FIND IT
In connection with the Annual Meeting, the Company previously filed its Proxy Statement with the SEC and made available the Proxy Statement,
proxy card and documents incorporated by reference to the Companys shareholders. Before making any voting decision, you are urged to read the Proxy Statement, including the documents incorporated by reference, and all related proxy materials
carefully. Copies of the Proxy Statement, the documents incorporated by reference and all other proxy materials are available at www.proxyvote.com.
The Company files annual, quarterly and current reports, proxy statements and other information with the SEC. You can read these SEC filings
over the Internet at the SECs website at www.sec.gov. You may also access annual, quarterly and current reports, proxy statements and other information the Company files with the SEC on the Companys website at www.meridianbioscience.com.
We have engaged Morrow Sodali LLC to assist in the solicitation of proxies and provide related advice and informational support, for a
services fee and the reimbursement of customary disbursements, which are not expected to exceed $25,000 in total. If you have any questions regarding the Proxy Statement or this Supplement or if you would like a new proxy, you may contact Morrow
Sodali LLC at (203) 561-6945 or Bryan Baldasare, the Companys Executive Vice President, Chief Financial Officer and Secretary, at (513) 271-3700.
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