Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain


          Officers.


2021 Omnibus Award Plan

At the January 27, 2021 Annual Meeting (the "Meeting") of the shareholders of Meridian Bioscience, Inc. (the "Company"), shareholders approved the 2021 Omnibus Award Plan (the "2021 Plan"). The Company's Board of Directors (the "Board") unanimously approved the 2021 Plan subject to shareholder approval.

The objectives of the 2021 Plan are to provide long-term incentives to those persons with significant responsibility for the success and growth of the Company, to align the interests of such persons with those of the Company's shareholders, to assist the Company in recruiting, retaining and motivating employees, directors and consultants on a competitive basis and to link compensation to performance. Under the 2021 Plan, employees of the Company will be eligible to receive awards. The 2021 Plan provides for a variety of equity award vehicles to maintain flexibility. The 2021 Plan will permit the grant of stock options, stock appreciation rights, restricted share awards, and restricted share units.

The foregoing summary of the 2021 Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the 2021 Plan attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 16, 2020 (as amended and supplemented, the "Proxy Statement").

Board Committees

Effective January 27, 2021, the Board re-constituted its committees as follows:

Audit: David C. Phillips (Ex Officio); Felicia Williams (Chair); James M. Anderson; Anthony P. Bihl III

Compensation: David C. Phillips (Ex Officio); James M. Anderson (Chair); Anthony P. Bihl III; John C. McIlwraith

Nominating and Corporate Governance: David C. Phillips (Ex Officio); Catherine A. Sazdanoff (Chair); Dwight E. Ellingwood; John M. Rice, Jr.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the Meeting, shareholders voted on the matters set forth below.

(a) Shareholders elected the nine nominees identified in Item 1 of the Proxy Statement based upon the following votes:





Name                         For           Withheld        Broker Non-Votes
James M. Anderson          33,357,487       1,002,835              3,680,581
Anthony P. Bihl III        34,159,419         200,903              3,680,581
Dwight E. Ellingwood       33,723,284         637,038              3,680,581
Jack Kenny                 34,137,431         222,891              3,680,581
John C. McIlwraith         33,871,717         488,605              3,680,581
David C. Phillips          33,269,332       1,090,990              3,680,581
John M. Rice, Jr.          34,085,335         274,987              3,680,581
Catherine A. Sazdanoff     33,880,066         480,256              3,680,581
Felicia Williams           33,935,596         424,726              3,680,581

(b) Shareholders approved the 2021 Plan based upon the following votes:





   For        Against    Abstain   Broker Non-Votes
32,159,266   2,039,601   161,455      3,680,581

(c) Shareholders approved, on an advisory basis, the compensation of the Company' named executive officers, based upon the following votes:





   For        Against    Abstain   Broker Non-Votes
29,541,090   4,651,506   167,726      3,680,581

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