8-K

MERIDIAN BIOSCIENCE, INC.

Date: December 2, 2021

/s/ Jack Kenny

Chief Executive Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 29, 2021

LOGO

MERIDIAN BIOSCIENCE, INC.

(Exact Name of Registrant as Specified in Charter)

Ohio

0-14902

31-0888197

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


3471 River Hills Drive, Cincinnati, Ohio		45244
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (513) 271-3700

(Former Name or Former Address, if Changed Since Last Report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, no par value

VIVO

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17CFR §240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 29, 2021, Meridian Bioscience, Inc.’s (the “Company”) Executive Vice President, Chief Financial Officer and Secretary, Bryan T. Baldasare, notified the Company of his intention to retire. Mr. Baldasare’s last day of employment with the Company will be December 31, 2021. The Company is engaging an executive search firm in the recruitment of a chief financial officer.

Also on November 29, 2021, the Company appointed Julie Smith to the position of Senior Vice President, Controller, effective December 6, 2021, and principal accounting officer, effective January 1, 2022. Ms. Smith, age 53, has served as the Company’s Vice President, Finance, since March 2020, after having held various leadership roles within the finance organization from February 2010 to March 2020. She was engaged by the Company as a consultant from 2004 to 2009 for services related to the Corporation’s internal audit function and internal controls over financial reporting.

Ms. Smith does not have a family relationship or any other arrangement or understanding with any of the executive officers or directors of the Company. The Company is not aware of any transactions in which Ms. Smith has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 8.01. Other Events.

On December 2, 2021, the Company issued a press release regarding Mr. Baldasare’s retirement and Ms. Smith’s promotion as described above under Item 5.02 of this Current Report on Form 8-K. A copy of the press release is attached hereto as Exhibit 99.1 for reference.

The information furnished with this Item 8.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


99.1		Press release dated December 2, 2021.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.