Edgar Filing: MERIDIAN BIOSCIENCE INC

Proxy - Meridian Bioscience, Inc.

This Proxy is solicited on behalf of the Board of Directors.

The undersigned hereby appoints JOHN A. KRAEUTLER or MELISSA A. LUEKE, or either of them, proxies of the undersigned, each with the power of substitution, to vote cumulatively or otherwise all shares of Common Stock which the undersigned would be entitled to vote on the matters specified on the reverse side and, in their discretion, with respect to such other business as may properly come before the Annual Meeting of Shareholders of Meridian Bioscience, Inc. to be held on January 23, 2013, at 2:00 p.m. Eastern Time, at the Holiday Inn Eastgate, 4501 Eastgate Boulevard, Cincinnati, Ohio 45245 and any postponement or adjournment of such Annual Meeting.

This proxy, when properly executed, will be voted as directed by the shareholder(s). If no such directions are made, this proxy will be voted FOR the election to the Board of Directors of the nominees listed on the reverse side and FOR each remaining proposal.

Please mark, sign, date, and return this proxy card promptly using the enclosed reply envelope.

Address Change/Comments:

__________________________________________________________________________________________

__________________________________________________________________________________________

__________________________________________________________________________________________

(If you noted any Address Changes and/or Comments above, please mark corresponding box on the reverse side.)

(This proxy is continued and is to be signed on the reverse side.)

DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

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Meridian Bioscience, Inc.

(Name of Registrant as Specified in Its Charter)

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MERIDIAN BIOSCIENCE, INC.

3471 River Hills Drive

Cincinnati, Ohio 45244

www.meridianbioscience.com

Notice of Annual Meeting

and Proxy Statement

Dear Shareholder:

Our Annual Meeting of Shareholders will be held at 2:00 p.m. on January 23, 2013 at the Holiday Inn Eastgate, 4501 Eastgate Boulevard, Cincinnati, OH 45245. We hope you will attend.

At the meeting, you will hear a report on our operations and have a chance to meet your Directors and Executive Officers.

This booklet includes the formal notice of the meeting and the proxy statement. The proxy statement tells you more about the agenda and procedures for the meeting. It also describes how the Board operates and gives personal information about our Director candidates.

We are pleased to once again take advantage of the U.S. Securities and Exchange Commission rules that allow companies to furnish their proxy materials over the Internet. As a result, we are mailing to most of our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of this proxy statement and our Annual Report. The Notice contains instructions on how to access and review those documents over the Internet. We believe that this process allows us to provide our shareholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.

Whether or not you plan to attend the meeting, please cast your proxy vote promptly, either on-line, over the phone or by returning your signed and dated proxy card in the enclosed envelope.

Sincerely yours,

/s/ William J. Motto

William J. Motto

Executive Chairman of the Board

December 12, 2012

NOTICE OF ANNUAL MEETING

SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC.

Time:

2:00 p.m., Eastern Standard Time

Date:

January 23, 2013

Place:

Holiday Inn Eastgate

4501 Eastgate Blvd.

Cincinnati, Ohio 45245

Purpose:

•

Elect as Directors the five nominees named in the attached proxy materials

•

Conduct an advisory vote on our executive compensation (“Say-on-Pay”)

•

Ratify appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for fiscal year 2013

•

Conduct other business if properly raised

Only shareholders of record on November 26, 2012 may vote at the meeting. The approximate mailing date of this proxy statement and accompanying Proxy Card is December 12, 2012.

Your vote is important. Please cast your proxy vote promptly, either on-line, over the phone or by returning your signed and dated proxy card in the enclosed envelope.

/s/ Melissa A. Lueke

Melissa A. Lueke

Secretary

December 12, 2012

TABLE OF CONTENTS


	Page

GENERAL INFORMATION		1

ELECTION OF DIRECTORS		2

SAY-ON-PAY		5

RATIFICATION OF APPOINTMENT OF ACCOUNTANTS		6

CORPORATE GOVERNANCE		7

DIRECTORS AND EXECUTIVE OFFICERS		14

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS		16

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE		16

TRANSACTIONS WITH RELATED PERSONS		17

COMPENSATION DISCUSSION AND ANALYSIS		17

SUMMARY COMPENSATION TABLE		26

DIRECTOR COMPENSATION		33

SHAREHOLDER PROPOSALS FOR NEXT YEAR		34

QUESTIONS?		34

Meridian makes available, free of charge on its website, all of its filings that are made electronically with the Securities and Exchange Commission (“SEC”), including Forms 10-K, 10-Q and 8-K. These filings are also available on the SEC’s website (www.sec.gov). To access these filings, go to our website (www.meridianbioscience.com). Copies of Meridian’s Annual Report on Form 10-K for the fiscal year ended September 30, 2012, including financial statements and schedules thereto, filed with the SEC, are also available without charge to shareholders upon written request addressed to:

Melissa A. Lueke

Executive Vice President, Chief Financial Officer and Secretary

Meridian Bioscience, Inc.

3471 River Hills Drive

Cincinnati, Ohio 45244

GENERAL INFORMATION

Who may vote

Shareholders of Meridian, as recorded in our stock register on November 26, 2012, may vote at the meeting. As of that date, Meridian had 41,311,268 shares of Common Stock outstanding.

How to vote

You may vote in person at the meeting or by proxy. We recommend you vote by proxy even if you plan to attend the meeting. You can always change your vote at the meeting.

How proxies work

Meridian’s Board of Directors is asking for your proxy. Giving us your proxy means you authorize us to vote your shares at the meeting in the manner you direct. You may vote for all, some or none of our Director candidates. You may also vote for or against the other proposals or abstain from voting.

If you complete your proxy on-line, over the phone or sign and return the enclosed proxy card but do not specify how to vote, we will vote your shares in favor of (i) our Director candidates; (ii) our executive compensation; and (iii) the ratification of appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for fiscal year 2013. If any other matters come before the meeting or any postponement or adjournment thereof, each proxy will be voted in the discretion of the individuals named as proxies on the card.

You may receive more than one proxy or voting card depending on how you hold your shares. Shares registered in your name are covered by one card. If you hold shares through someone else, such as a stockbroker, bank or nominee, you may get material from them asking how you want to vote.

Stockbrokers, banks and nominees holding shares for beneficial owners must vote those shares as instructed. If the stockbroker, bank or nominee has not received instructions from you, the beneficial owner, the stockbroker, bank or nominee generally has discretionary voting power only with respect to the ratification of appointment of the independent registered public accountants. However, a stockbroker, bank or nominee does not have discretion to vote for or against the election of Directors and certain other matters subject to a vote if they have not received voting instructions. In order to avoid a broker non-vote of your shares on the election of Directors and the other matters subject to a vote, you must send voting instructions to your stockbroker, bank or nominee.

Solicitation of proxies

Solicitation of proxies is being made by management at the direction of Meridian’s Board of Directors, without additional compensation, through the mail, in person or by telephone. The cost of preparing and mailing the Notice and the proxy statement and any accompanying material will be borne by Meridian. In addition, Meridian will request brokers and other custodians, nominees and fiduciaries to forward proxy soliciting material to the beneficial owners of shares held of record and Meridian will reimburse them for their expenses in so doing.

Revoking a proxy

You may revoke your proxy before it is voted by submitting a new proxy with a later date, by voting in person at the meeting or by notifying Meridian’s Secretary in writing at the address under “Questions?” on page 34.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This means at least a majority of the outstanding shares eligible to vote must be represented at the meeting, either by proxy or in person.

Votes needed

The five Director candidates receiving the most votes will be elected to fill the seats on the Board. The approval on an advisory basis of our executive compensation (Proposal No. 2) and the ratification of appointment of accountants (Proposal No. 3) require the favorable vote of a majority of the votes cast. Only votes for or against these proposals count, with abstentions not being counted either for or against these proposals.

Abstentions and broker non-votes count for quorum purposes but, as indicated above, will not count for voting purposes. Broker non-votes occur when a broker returns a proxy card but does not have authority to vote on a particular proposal.

Other matters

Any other matters considered at the meeting, including postponement or adjournment, will require the affirmative vote of a majority of the votes cast.

ELECTION OF DIRECTORS

(Item 1 on the Proxy Card)

The Nominating and Corporate Governance Committee of the Board of Directors has nominated for re-election the following current Directors: James M. Anderson, John A. Kraeutler, William J. Motto, David C. Phillips and Robert J. Ready.

Proxies solicited by the Board will be voted for the election of these nominees. All Directors elected at the Annual Shareholders’ Meeting will be elected to hold office until the next annual meeting. In voting to elect Directors, shareholders are entitled to cumulate their votes and to give one candidate a number of votes equal to the number of Directors to be elected multiplied by the number of shares held by the shareholder, or to distribute their votes on the same principle among as many candidates as the shareholder sees fit. In order to invoke cumulative voting, notice of cumulative voting must be given in writing by a shareholder to the Chief Executive Officer, a Vice President or the Secretary of Meridian not less than 48 hours prior to the Annual Shareholders’ Meeting. The proxies solicited include discretionary authority to cumulate votes.

All Meridian Directors are elected for one-year terms. Personal information on each of our nominees is given below.

If a Director nominee becomes unavailable before the election, your proxy card authorizes us to vote for a replacement nominee if the Board names one.

The Board recommends that shareholders vote FOR each of the following candidates:

James M. Anderson
Director since 2009
Age: 70

James M. Anderson serves as Chairman of the Nominating and Corporate Governance Committee. He currently serves as Advisor to the President of Cincinnati Children’s Hospital Medical Center (“CCHMC”), following his retiring as President and Chief Executive Officer of CCHMC on December 31, 2009. He has also served on the Board of the Cincinnati Branch of the Federal Reserve Bank of Cleveland, retiring in 2012. Prior to joining the staff of CCHMC, Mr. Anderson was a partner in the general corporate law department at Taft, Stettinius & Hollister for 24 years (1968-1977; 1982-1996) and president of U.S. operations at Xomox Corporation, a publicly-traded manufacturer of specialty process controls (1977-1982). Mr. Anderson has also served as director of Gateway Investment Advisors (1997-2008). The Board believes that Mr. Anderson’s corporate legal experience and his experience as CEO of a large healthcare organization have given him a wealth of insight into various corporate governance and business management issues, which, along with his status as an independent Director, make him an integral member of the Board.

John A. Kraeutler
Director since 1997
Age: 64

John A. Kraeutler has more than 40 years of experience in the medical diagnostics industry and joined Meridian as Executive Vice President and Chief Operating Officer in January 1992. In July 1992, Mr. Kraeutler was named President of Meridian, and in January 2008, Mr. Kraeutler was named Chief Executive Officer of Meridian. Before joining Meridian, Mr. Kraeutler served as Vice President, General Manager for a division of Carter-Wallace, Inc. Prior to that, he held key marketing and technical positions with Becton, Dickinson and Company and Organon, Inc. Mr. Kraeutler’s long-time service to Meridian, all in an executive capacity, has given him significant insight into, and familiarity with, all aspects of Meridian’s business and the strategic vision for its continued success, and makes his service on the Board extremely beneficial.

William J. Motto
Director since 1977
Age: 71

William J. Motto has more than 45 years of experience in the pharmaceutical and diagnostics products industries, is a founder of Meridian and has been Chairman of the Board since 1977. Mr. Motto became Executive Chairman of the Board in January 2008. Before forming Meridian, Mr. Motto served in various capacities for Wampole Laboratories, Inc., Marion Laboratories, Inc. and Analytab Products, Inc., a division of American Home Products Corp. Mr. Motto’s experience as Meridian’s founder, his breadth of experience within the pharmaceutical and diagnostics products industries, and his entrepreneurial approach to assessing Meridian’s growth opportunities, give him unparalleled insights into all aspects of Meridian’s business and operations, which he, in turn, is able to contribute to the Board as its Executive Chairman.

David C. Phillips
Director since 2000
Age: 74

David C. Phillips serves as Chairman of the Audit Committee. Mr. Phillips spent 32 years with Arthur Andersen LLP. His service with this firm included several managing partner leadership positions. After retiring from Arthur Andersen in 1994, Mr. Phillips became Chief Executive Officer of Downtown Cincinnati, Inc., which is responsible for economic revitalization of Downtown Cincinnati. Mr. Phillips retired from DCI in 1999 to devote full time to Cincinnati Works, Inc., an organization dedicated to reducing the number of people living below the poverty level by assisting them to strive towards self-sufficiency through work, and his financial consulting services. Mr. Phillips has also served as a director of Cintas Corporation, retiring in 2012, and as a director of Summit Mutual Funds, a registered investment company, through 2009. The Board believes that Mr. Phillips’ years of service as a certified public accountant and trusted advisor to his clients and business owners, which qualify him as an “audit committee financial expert” under SEC guidelines, give him significant experience in preparing, auditing, analyzing and evaluating financial statements and dealing with complex accounting and business issues, all of which is valuable to Meridian.

Robert J. Ready
Director since 1986
Age: 72

Robert J. Ready serves as Chairman of the Compensation Committee. Mr. Ready founded LSI Industries Inc., Cincinnati, Ohio in 1976, which engineers, manufactures and markets commercial/industrial lighting and graphics products, and is currently its Chief Executive Officer and Chairman of its Board of Directors. Meridian’s Board believes that Mr. Ready’s years of experience as the chief executive of a publicly-traded company and the myriad, wide-ranging business issues encountered in such capacity, as well as his status as an independent Director, render his service on the Board invaluable to Meridian.

ADVISORY VOTE ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

(“SAY-ON-PAY” PROPOSAL)

(Item 2 on the Proxy Card)

The Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd Act”), enacted in July 2010, requires that we provide our shareholders with the opportunity to vote to approve, on a non-binding, advisory basis, the compensation of our named executives officers as disclosed in this proxy statement in accordance with the compensation disclosure rules of the Securities and Exchange Commission (“SEC”). The Dodd Act also provides that, at least once every six years, shareholders must be given the opportunity to vote, on a non-binding, advisory basis, for their preference as to how frequently we should seek future advisory votes on the compensation of our named executive officers. We provided this opportunity to our shareholders at our 2012 annual meeting where over 90% of our shareholders voted to hold the “say-on-pay” advisory vote annually, in accordance with the recommendation of our Board of Directors.

As described in detail below under the heading “Compensation Discussion and Analysis” beginning on page 17 of this proxy statement, we seek to closely align the interests of our named executive officers with the interests of our shareholders. We structure our programs to discourage excessive risk-taking through a balanced use of compensation vehicles and metrics with an overall goal of delivering sustained long-term shareholder value while aligning our executives’ interests with those of our shareholders. Further, our programs require that a substantial portion of each named executive officer’s compensation be contingent on delivering performance results that benefit our shareholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total shareholder return.

The vote on this matter is not intended to address any specific element of compensation; rather, the vote relates to the compensation of our named executive officers, as described in this proxy statement in accordance with the compensation disclosure rules of the SEC. The

vote is advisory, which means that the vote is not binding on the Company, our Board of Directors or the Compensation Committee. The Board and the Compensation Committee will review and consider the voting results when making future decisions regarding our executive compensation program.

Accordingly, we ask our shareholders to approve, on an advisory basis, the compensation of the named executive officers, as disclosed in the this proxy statement pursuant to the compensation disclosure rules of the SEC, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure.

The Board of Directors recommends that shareholders vote FOR the approval of the compensation of our named executive officers as disclosed in this proxy statement.

RATIFICATION OF APPOINTMENT OF ACCOUNTANTS

(Item 3 on the Proxy Card)

Although not required, we are seeking shareholder ratification of the Audit Committee’s selection of Grant Thornton LLP as Meridian’s independent registered public accountants for the 2013 fiscal year. The affirmative vote of a majority of shares voting at the meeting is required for ratification. If ratification is not obtained, the Audit Committee intends to continue the employment of Grant Thornton at least through fiscal 2013. Representatives of Grant Thornton are expected to be present at the Annual Shareholders’ Meeting and will be available to make a statement, if they so desire, and to respond to appropriate questions asked by shareholders.

Principal Accounting Firm Fees

Aggregate fees billed to Meridian by Grant Thornton LLP for fiscal years 2012 and 2011 are listed below:


	2012		2011
Audit Fees	$	398,098	$	405,067
Audit-Related Fees		21,095		19,528
Tax Fees		255,507		209,684

	$	674,700	$	634,279

Audit Fees. Audit fees are the fees billed for professional services rendered by Meridian’s independent registered public accounting firm for their (i) audit of Meridian’s consolidated annual financial statements for the fiscal years ended September 30, 2012 and 2011, respectively, (ii) reviews of the unaudited quarterly consolidated financial statements contained in the reports on Form 10-Q filed by Meridian during those years, (iii) completion of audits of Bioline Group statutory accounts in the United Kingdom during those years, and (v) reporting on Meridian’s internal controls during those years.

Audit-Related Fees. Audit-related fees are the fees billed for assurance and related services that are reasonably related to the performance of the audit or review of Meridian’s financial statements.

Tax Fees. Tax fees are the fees billed for U.S. federal and state tax return preparation and compliance, as well as consultation and research on various matters such as state tax issues, international tax issues and transfer pricing.

The Board recommends that shareholders vote FOR the ratification of appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for the 2013 fiscal year.

CORPORATE GOVERNANCE

As an Ohio corporation, Meridian is governed by the corporate laws of Ohio. Since its common shares are publicly traded on the Nasdaq Global Select Market and it files reports with the Securities and Exchange Commission, it is also subject to Nasdaq rules and federal securities laws.

Board Leadership Structure

Governance of the corporation is placed in the hands of the Directors who, in turn, elect officers to manage the business operations. The Board oversees the management of Meridian on your behalf. The Board reviews Meridian’s long-term strategic plans and exercises direct decision making authority in all major decisions, such as acquisitions, the declaration of dividends, major capital expenditures and the establishment of company policies.

On November 7, 2012, the Board approved our amended Corporate Governance Guidelines, which are available at our website www.meridianbioscience.com. These Guidelines define how the Board operates and evaluates its performance.

The Board of Directors is responsible for evaluating and determining Meridian’s leadership structure, and believes that separate individuals should serve in the capacities of Chairman of the Board and Chief Executive Officer (CEO). It is the Board’s belief that such a two-person structure best provides the Company with the right foundation to pursue its strategic and operational objectives, while maintaining effective oversight and objective evaluation of the Company’s performance. Currently, these key executive positions are held by Mr. William J. Motto, Executive Chairman of the Board, and Mr. John A. Kraeutler, CEO. Mr. Motto has served as the Board’s Chairman since 1977 and in such capacity is responsible for general Board activities including presiding over all meetings of the Board and shareholders, setting agendas for Board meetings and providing advice and counsel to Meridian’s management regarding the Company’s business and operations. As CEO, Mr. Kraeutler is responsible for the general management, oversight, supervision and control of the business affairs of Meridian, and ensuring that all orders and resolutions of the Board are put into effect. With their many years of experience with the Company, Meridian believes that Mr. Motto and Mr. Kraeutler are uniquely qualified to be Meridian’s Executive Chairman and CEO, respectively.

On July 25, 2012, the Board approved the appointment of Mr. David C. Phillips as Lead Director. The Board has determined that the Lead Director shall (i) in consultation with the non-management Directors, advise the Chairman as to an appropriate schedule of Board meetings and review and provide the Chairman with input regarding the agendas for each Board meeting; (ii) preside at all meetings at which the Chairman is not present, including Executive Sessions of the non-management Directors and apprise the Chairman of the issues considered thereat; (iii) call meetings of the non-management Directors when necessary and appropriate; and (iv) perform such other duties as the Board may from time to time designate. We believe that this leadership structure is currently the most appropriate for Meridian, particularly in light of the requirement noted below that all Committees of the Board are comprised solely of independent Directors.

In accordance with Nasdaq rules, our Board of Directors affirmatively determines the independence of each Director and nominee for election as a Director in accordance with the elements of independence set forth in the Nasdaq listing standards and Exchange Act rules. Meridian’s Director Independence Standards are available at our website www.meridianbioscience.com. Based on these standards, the Board has determined that each of the following members of the Board is independent: James M. Anderson, David C. Phillips and Robert J. Ready.

During fiscal 2012, the Board of Directors met on five occasions and took two actions in writing. The independent Directors plan to meet at least two times during fiscal 2013 without the presence of management Directors. The independent members of the Board had one such meeting in fiscal 2012, with Mr. Ready presiding.

Meridian expects all Directors to attend shareholders’ meetings and all were in attendance at the 2012 Annual Shareholders’ Meeting, with the exception of Mr. Kreider, who declined his nomination and, therefore, did not stand for re-election to the Board of Directors at this meeting.

Shareholders may communicate with the full Board or individual Directors on matters concerning Meridian by mail or through our website, in each case to the attention of the Secretary, the address for whom is set forth on page 34 of this proxy statement.

The Board’s Role in Risk Oversight

The Board of Directors, as a whole and also at the Committee level, plays a key role in operational risk oversight at Meridian and works with management to understand the risks the Company faces, the steps that management is taking to manage that risk and the level of risk appropriate for the Company in light of its overall business strategy. The Board approves the high level strategies, financial plans and policies of Meridian, setting the tone and direction for the appropriate levels of risk-taking within the organization.

While overall responsibility for risk oversight rests with the Board, it is the Audit Committee that has been given the primary responsibility of monitoring and evaluating the adequacy of management’s risk assessment and risk management practices. This role is carried out through its charter-mandated responsibilities related to Meridian’s (i) overall financial risks and exposures; (ii) financial statement risks and exposures; (iii) financial reporting processes;

(iv) compliance with ethics policies, such as the Code of Ethics, Employee Complaint Policy, Security Trading Policies and the Foreign Corrupt Practices Act Policy; and (v) compliance with governmental and legal regulations, including those contained within the Sarbanes-Oxley Act. The Audit Committee provides regular reports to the full Board and works closely with management to update the full Board, as necessary, on matters identified through these Committee risk oversight roles.

Committees of the Board of Directors

The Board has adopted a Code of Ethics applicable to Meridian’s officers, Directors and employees. This Code of Ethics is posted on www.meridianbioscience.com. To the extent permitted by Nasdaq Marketplace Rule 5610, any amendments to or waivers from the Code of Ethics will be posted on our website within four business days after the date of an amendment.

The Directors have organized themselves into the Committees described below. Each of these Committees has a charter posted on www.meridianbioscience.com. Meridian does not have an Executive Committee of its Board of Directors.

The Audit Committee is composed of David C. Phillips (Chairman), James M. Anderson and Robert J. Ready. The Committee met nine times during fiscal 2012 and took no actions in writing. Each member is able to read and understand fundamental financial statements. David C. Phillips has been designated as an Audit Committee financial expert as that term is defined by the Securities and Exchange Commission.

The Committee oversees the accounting and financial reporting processes of Meridian and the audits of its financial statements by its independent registered public accounting firm. The Committee is solely responsible for the appointment, compensation, retention and oversight of Meridian’s independent registered public accounting firm. The Audit Committee also evaluates information received from Meridian’s independent registered public accounting firm and management to determine whether the independent registered public accounting firm is independent of management. The independent registered public accounting firm reports directly to the Audit Committee.

In addition, the Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Meridian concerning accounting, internal accounting controls or auditing matters and has established procedures for the confidential and anonymous submission by employees of any concerns they may have regarding questionable accounting or auditing matters.

The Audit Committee, or its Chairman, approves all audit and non-audit services performed for Meridian by its independent registered public accounting firm before those services are commenced. The Chairman reports to the full Committee at each of its meetings regarding pre-approvals he made since the prior meeting and the Committee approves what he has done between meetings. For these purposes, the Committee or its Chairman is provided with information as to the nature, extent and purpose of each proposed service, as well as the approximate timeframe and proposed cost arrangements for that service.

As previously noted, the Audit Committee also bears primary risk oversight responsibilities, including responsibilities such as (i) overseeing the risks and exposures relating to the Company’s financial statements and financial reporting process, (ii) overseeing the Company’s policies and procedures for monitoring and mitigating such risks and exposures, and (iii) reviewing management’s monitoring of the Company’s compliance with established ethics and legal policies and procedures.

The Committee has submitted the following report for inclusion in this proxy statement.

REPORT OF THE AUDIT COMMITTEE

On April 24, 2012, the Audit Committee met with representatives of Grant Thornton and Meridian’s internal accountants and reviewed with them the proposed 2012 Audit Plan, areas warranting particular concentration on the audit and the effects of new accounting pronouncements. The Grant Thornton representatives reviewed with the Committee required Audit Committee communications.

On July 24, 2012, the Committee met with representatives of Grant Thornton and Meridian’s internal accountants and reviewed the status of the 2012 audit, including internal control matters, the Meridian Bioscience, Inc. Savings and Investment Plan audit, and new accounting pronouncements. The Committee also had an extensive review of tax consulting engagements and independence requirements. The Committee also reviewed the status of the most recent Public Company Accounting Oversight Board (PCAOB) inspection results.

At its meeting on August 22, 2012, the Committee reviewed management’s strategic business plan and related risk assessment, specifically discussing with management its risk management strategies related to key financial and business risks. The Committee concluded that this annual in-depth review and ongoing management updates of the integrated strategic and risk management plan were appropriate in order to fulfill its risk oversight obligations. The Committee also reviewed the requirements of its Charter previously adopted, performed its annual self-assessment and reviewed the Code of Ethics, Employee Complaint Policy, Security Trading Policies, Foreign Corrupt Practices Act Policy, and Travel and Entertainment Policy as it relates to officer expense accounts.

At its meeting on November 6, 2012, the Committee reviewed and discussed with management, Grant Thornton and Meridian’s accounting officers the results of the audit for fiscal 2012, including the financial results. The Committee discussed with Grant Thornton the matters required to be discussed by PCAOB Interim Auditing Standard AU Section 380, Communication with Audit Committees. The Grant Thornton representatives reviewed with the Committee written disclosures required by applicable requirements of the PCAOB regarding the independent accountants’ communications with the Audit Committee concerning independence, discussed with the Committee the independent accountants’ independence, and presented a letter regarding that matter to the Committee. The Committee discussed with Grant Thornton its independence. In concluding that the auditors are independent, we determined, among other things, that the non-audit services provided by the auditors were compatible with their independence.

Based on the above mentioned review and review of the audited financial statements, on November 21, 2012, the Committee recommended to the Board of Directors that the audited financial statements of Meridian be included in its Annual Report on Form 10-K for the year ended September 30, 2012 for filing with the Securities and Exchange Commission.

During its meetings throughout the year, the Committee reviewed and assessed the Company’s financial, financial control, financial reporting, and certain legal and regulatory risk exposures, including reviewing procedures related to the receipt, retention and treatment of any complaints concerning accounting, internal accounting controls or auditing matters. Also during its meetings throughout the year, the Chairman of the Audit Committee reported to the full Committee the independent accountants’ fees that had been pre-approved and the Committee approved such fees. Certain fees were pre-approved by the full Committee. The Committee also reviewed the requirements of and Meridian’s ongoing compliance with Section 404 of the Sarbanes-Oxley Act.

Respectfully submitted,

Audit Committee

David C. Phillips (Chairman)

James M. Anderson

Robert J. Ready

The Compensation Committee is composed of Robert J. Ready (Chairman), James M. Anderson, and David C. Phillips and is responsible for establishing compensation for Executive Officers and administering the Company’s compensation plans. This includes establishing salary levels and bonus plans, making bonus and stock-based awards, and otherwise dealing in all matters concerning compensation of the Executive Officers. During fiscal 2012, the Compensation Committee met four times, and took no actions in writing.

In general, the Compensation Committee annually reviews the Company’s compensation programs and its philosophy in setting performance targets in November of each year. At that time, the Company provides the Compensation Committee with information on total compensation received for all Executive Officers, including the sources of such compensation, for the immediately preceding fiscal year and recommendations for the current fiscal year. In discharging the responsibilities of the Board of Directors relating to compensation of the Company’s Chief Executive Officer and other Executive Officers, the purposes of the Compensation Committee are, among others, (i) to review and approve the compensation of the Company’s Chief Executive Officer and other Executive Officers and (ii) to oversee the compensation policies and programs of the Company, including stock and benefit plans. The Compensation Committee’s specific functions include adopting, administering and approving the Company’s incentive compensation and stock plans and awards, including amendments to the plans or awards and performing such duties and responsibilities under the terms of any executive compensation plan, incentive-compensation plan or equity-based plan. The Compensation Committee has the authority to delegate any of its responsibilities to subcommittees as the Compensation Committee may deem appropriate in its sole discretion. The Compensation Committee has the authority to engage consultants

and advisors. The Compensation Committee did not engage a consultant this year. The Compensation Committee has an appropriate level of contact among its members and the Company’s Executive Officers in connection with the analysis of this data. On an annual basis, the Committee reviews its Charter and performs a self-assessment.

The Compensation Committee determines the amount and mix of compensation components for the Executive Chairman, Mr. Motto. The Executive Chairman provides input and recommendations to the Compensation Committee with respect to the compensation to be paid to the non-employee members of the Board, as well as Mr. Kraeutler. As Meridian’s Chief Executive Officer, Mr. Kraeutler provides recommendations to the Compensation Committee with respect to compensation to be paid to the other corporate officers.

To achieve compensation objectives, the Committee believes it is important to provide competitive levels of compensation to retain the most qualified employees, to recognize individuals who exceed expectations and to closely link executive compensation with corporate performance. The Committee believes Meridian’s long-term objectives can be achieved through cash incentive compensation plans and equity incentive compensation plans.

The Compensation Committee’s processes and procedures for the consideration and determination of Executive and Director compensation are discussed in the section entitled “Compensation Discussion and Analysis” in this proxy statement.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee has ever been an officer or employee of the Company. None of the members of the Compensation Committee is or was a participant in any related person transaction in fiscal 2012 (see the section entitled “Transactions With Related Persons” in this proxy statement for a description of our policy on related person transactions). Lastly, none of the members of the Compensation Committee is an Executive Officer of another entity at which one of our Executive Officers serves on the Board of Directors. No Named Executive Officer of Meridian serves as a Director or as a member of a committee of any company of which any of the Company’s non-employee Directors are Executive Officers.

The Nominating and Corporate Governance Committee consists of James M. Anderson (Chairman), David C. Phillips and Robert J. Ready. The Committee met two times during fiscal 2012 and took no actions in writing. On April 25, 2012, the Committee adopted a resolution to recommend to the Board the appointment of Mr. David C. Phillips as Lead Director. This resolution was adopted by the Board at its July 25, 2012 meeting. On November 6, 2012, the Committee considered and nominated the current Directors for re-election. The Committee identifies qualified nominees for the Board, determines who will be nominated by the Company for election to the Board and recommends to the full Board any changes in the size of the Board. The Committee also reviewed its Charter, approved certain amendments and performed its annual self-assessment.

In nominating Directors, the Committee takes into account, among other factors which it may deem appropriate, the judgment, skill, diversity, and business experience of the potential nominee and the needs of the Board as its function relates to the business of the Company. The Committee considers candidates for nomination from a variety of sources including recommendations of shareholders. Shareholders desiring to submit recommendations for nominations by the Committee should direct them to the Chairman of the Nominating and Corporate Governance Committee in care of the Company at its address shown on the cover page of this proxy statement.

The Nominating and Corporate Governance Committee will assess the qualifications of all candidates for the Board on an equal basis. In identifying and considering candidates for nomination to the Board, the Committee considers, among other factors, quality of experience, the needs of the Company and the range of talent and experience currently represented on the Board. The Committee evaluates such factors, among others, and does not assign any particular weighting or priority to any of these factors, nor does the Committee have a formal policy with respect to diversity. However, the Committee, working with the Board, considers the diversity of all of the Company’s stakeholders – including shareholders, employees and customers – when engaging in corporate governance discussions.

DIRECTORS AND EXECUTIVE OFFICERS

This table lists the Executive Officers and Directors of Meridian and shows the number of shares beneficially owned, as determined under SEC rules, on November 26, 2012. Beneficial ownership includes any shares as to which the individual has sole or shared voting or investment power and also any shares that the individual has the right to acquire as of January 25, 2013 (60 days after November 26, 2012).


		Common Stock Beneficially Owned
Name	Position	Amount¹		Percentage
William J. Motto	Executive Chairman of the Board of Directors		784,718		1.9	%
John A. Kraeutler	Chief Executive Officer and Director		288,586		*
Richard L. Eberly²	Executive Vice President, President Meridian Life Science		49,996		*
Lawrence J. Baldini³	Executive Vice President, Operations and Information Systems		79,500		*
Melissa A. Lueke⁴	Executive Vice President, Chief Financial Officer and Secretary		138,765		*
Vecheslav A. Elagin⁵	Executive Vice President, Research & Development		21,018		*
Susan A. Rolih⁶	Senior Vice President, Regulatory Affairs & Quality Assurance		132,350		*
Marco G. Calzavara⁷	President and Managing Director, Meridian Bioscience Europe		2,400		*
Marviette D. Johnson⁸	Vice President, Human Resources		19,847		*
James M. Anderson^{9, 10, 11}	Director		41,000		*
David C. Phillips^{9, 10, 11}	Director		65,626		*
Robert J. Ready^{9, 10, 11}	Director		82,815		*

All Executive Officers and Directors as a Group			1,706,621		4.1	%

Includes options exercisable within 60 days for Mr. Motto of 63,000 shares, Mr. Kraeutler of 97,250 shares, Mr. Eberly of 34,750 shares, Mr. Baldini of 32,000 shares, Ms. Lueke of 47,250 shares, Dr. Elagin of 8,500 shares, Ms. Rolih of 63,600 shares, Ms. Johnson of 8,250 shares, Mr. Anderson of 30,000 shares, Mr. Phillips of 50,214 shares and Mr. Ready of 65,856 shares.

Richard L. Eberly was appointed Vice President of Sales and Marketing in January 1997, Executive Vice President in May 2000, Executive Vice President, General Manager of Meridian Life Science in February 2003, Executive Vice President and President Meridian Life Science in October 2005 and Chief Commercial Officer in February 2011. In October 2012, he was re-appointed President of Meridian Life Science, and no longer serves as Chief Commercial Officer. He has over 20 years of experience in the medical diagnostics industry and joined Meridian in March 1995. Prior to his appointment to Vice President of Sales and Marketing, Mr.

Eberly served as the Director of Sales for Meridian. Before joining Meridian, he held key sales and marketing positions at Abbott Diagnostics, Division of Abbott Laboratories. Age: 51

Lawrence J. Baldini was appointed Vice President of Operations in April 2001 and Executive Vice President, Operations and Information Systems in October 2005. Before joining Meridian, Mr. Baldini held various operations management positions with Instrumentation Laboratories and Fisher Scientific. Age: 53

⁴

Melissa A. Lueke was appointed Vice President, Chief Financial Officer and Secretary in January 2001 and Executive Vice President, Chief Financial Officer and Secretary in November 2009. Prior to her appointment, Ms. Lueke served as Meridian’s Controller since March 2000 and Acting Secretary from July 20, 2000 to January 23, 2001. Before joining Meridian, Ms. Lueke was employed by Arthur Andersen LLP from June 1985 to January 1999, most recently as a Senior Audit Manager. Age: 49

⁵

Vecheslav A. Elagin joined Meridian in August 2009 as Vice President of Research and Development, was appointed Senior Vice President of Research and Development in November 2011, and promoted to Executive Vice President of Research and Development in June 2012. Before joining Meridian, Dr. Elagin held various executive research and development positions, most recently with Madison Life Science (August 2008 – August 2009), EraGen Biosciences (May 2006 – August 2008) and Third Wave Technologies (June 2003 – May 2006). Age: 45

⁶	Susan A. Rolih was appointed Vice President of Regulatory Affairs and Quality Assurance in May 2001 and Senior Vice President of Regulatory Affairs and Quality Assurance in April 2008. Before joining Meridian, Ms. Rolih held various regulatory and quality positions with Immucor, Inc. Age: 63

⁷	Marco G. Calzavara, founder of the Bioline Group, which Meridian acquired July 20, 2010, was appointed President and Managing Director of Meridian Bioscience Europe in April 2011. Prior to this appointment, Mr. Calzavara had served as President of the Bioline Group of Companies since 1992. Age: 58

⁸

Marviette D. Johnson served as Director of Human Resources from January 2006 to April 2008, as Senior Director of Human Resources from April 2008 to November 2009 and was appointed to her current position of Vice President of Human Resources in November 2009. Before joining Meridian in 2003, Ms. Johnson held various human resources leadership positions within the hospitality industry, including with Marriott International and Millennium Copthorne. Age: 44

⁹	Audit Committee Member.

¹⁰	Compensation Committee Member.

¹¹	Nominating and Corporate Governance Committee Member.

*	Less than one percent.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table lists the persons known by the Company to be the beneficial owners of more than five percent of the Company’s Common Stock as of November 26, 2012, unless otherwise noted. Beneficial ownership includes any shares as to which the individual has sole or shared voting or investment power.


Name and address of beneficial owner	Amount and nature of beneficial ownership		Percent of class¹
Neuberger Berman Group LLC		4,192,050		10.16
605 Third Avenue
New York, NY 10158

Brown Capital Management, LLC		3,139,862		7.61
1201 N. Calvert Street
Baltimore, MD 21202

BlackRock, Inc.		3,091,287		7.50
40 East 52^nd Street
New York, NY 10022

T. Rowe Price Associates, Inc.		2,610,375		6.30
100 E. Pratt Street
Baltimore, MD 21202

Invesco Ltd.		2,250,391		5.50
1555 Peachtree Street NE
Atlanta, GA 30309

The Vanguard Group, Inc.		2,156,794		5.23
100 Vanguard Blvd.
Malvern, PA 19355

¹	For the beneficial owners listed in the table, the percentages listed reflect disclosures in the Schedule 13Gs filed by each beneficial owner with the SEC.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16 of the Securities Exchange Act of 1934 requires Meridian’s Executive Officers, Directors and persons who own more than ten percent of a registered class of Meridian’s equity securities to file reports of ownership and changes in ownership with the SEC. Based on a review of the copies of such forms received by it, Meridian believes that during the last fiscal year, all of its Executive Officers, Directors and ten percent stockholders complied with the Section 16 reporting requirements, with the exceptions that (i) one late ownership report was filed for Mr. William J. Motto with respect to an estate planning transaction; (ii) one late ownership report was filed for Dr. Vecheslav A. Elagin with respect to the grant of options in connection with his promotion to Executive Vice President; and (iii) one late ownership report was filed for independent Director Robert J. Ready with respect to the exercise of stock options. In making these statements, Meridian has relied upon examination of the copies of Forms 3, 4 and 5, and amendments thereto, and the written representation of its Directors and Executive Officers.

TRANSACTIONS WITH RELATED PERSONS

During fiscal 2012, the Company leased certain office space from an entity controlled by Marco G. Calzavara, President and Managing Director, Meridian Bioscience Europe. Payments made under such arrangements during fiscal 2012 totaled approximately $190,000.

Nasdaq rules require the Company to conduct an appropriate review of related party transactions required to be disclosed by the Company pursuant to SEC Regulation S-K Item 404 for potential conflict of interest situations on an ongoing basis and that all such transactions must be approved by the Audit Committee or another Committee comprised of independent Directors. As a result, the Audit Committee annually reviews all such related party transactions and approves each related party transaction if it determines that it is in the best interests of the Company. Additionally, the Audit Committee’s Charter provides it the authority to review, approve and monitor transactions involving the Company and “related persons” (Directors and Executive Officers or their immediate family members, or shareholders owning five percent or greater of the Company’s outstanding stock). This also covers any related person transaction that meets the minimum threshold for disclosure in the proxy statement under the relevant SEC rules (generally, transactions involving amounts exceeding $120,000 in which a related person has a direct or indirect material interest). In considering the transaction, the Audit Committee may consider all relevant factors, including, as applicable, (i) the Company’s business rationale for entering into the transaction; (ii) the alternatives to entering into a related person transaction; (iii) whether the transaction is on terms comparable to those available to third parties, or in the case of employment relationships, to employees generally; (iv) the potential for the transaction to lead to an actual or apparent conflict of interest and any safeguards imposed to prevent such actual or apparent conflicts; and (v) the overall fairness of the transaction to the Company. This policy is included in the Company’s Employee Handbook. The approval of such related person transactions are evidenced by internal Company resolutions or memoranda.

COMPENSATION DISCUSSION AND ANALYSIS

Throughout this proxy statement, the individuals who served as the Company’s Chief Executive Officer and Chief Financial Officer during fiscal 2012, as well as the other individuals listed in the Summary Compensation Table below, are referred to as the “Named Executive Officers” or “NEOs.”

Compensation Philosophy and Objectives

Our policies regarding executive compensation programs are intended to balance motivating, rewarding and retaining executives with a competitive compensation package, and maximizing long-term shareholder value by linking compensation earned to both individual and Company performance. Compensation typically includes base salary, eligibility for annual cash bonuses and stock-based awards contingent on Company performance and/or future service, retirement plan contributions and other Company-sponsored benefits. A significant portion of each Executive Officer’s cash bonus and stock-based awards are dependent upon achieving business and financial goals and realizing other performance objectives. Examples of Company performance metrics for which we measure achievement are sales growth, net earnings growth and profit margins (gross profit, operating income and

net earnings). Annual performance targets for these metrics are set at or above industry averages and historical results. Our compensation programs are intended to reward individual contributions (for example, bringing a new product to market) and Company-wide achievement of performance metric targets (for example, overall sales and net earnings growth).

The Compensation Committee of the Board of Directors is responsible for ongoing oversight of compliance with this compensation philosophy. The Compensation Committee ensures that the total compensation paid to the NEOs is fair, reasonable and competitive.

At our 2012 annual meeting, Meridian held an advisory vote on the compensation of its NEOs, commonly referred to as a say-on-pay vote. Our shareholders overwhelmingly approved the compensation of our NEOs, with over 97% of votes cast in favor of our 2012 say-on-pay resolution. Based on the results of the 2012 say-on-pay vote, the Compensation Committee concluded that the compensation paid to the NEOs and Meridian’s overall pay practices received strong shareholder support and do not require substantial revision to address shareholder concerns.

Establishing Compensation Levels

Compensation levels for the NEOs are driven by market pay levels, the NEO’s leadership performance and overall Company performance. The Compensation Committee relies upon a combination of judgment (which is necessarily subjective) and guidelines (discussed herein), as well as market data, in determining the amount and mix of compensation components for the Executive Chairman. The compensation levels for the Chief Executive Officer are recommended to the Compensation Committee by the Executive Chairman; the compensation levels for the other NEOs are recommended by the Chief Executive Officer. The Compensation Committee has discretion to follow or modify such recommended levels of compensation. The Compensation Committee considers as crucial the input of our Executive Chairman and Chief Executive Officer in connection with its compensation processes and decisions relating to NEO compensation. The Compensation Committee is not obligated to follow their recommendations. The Company does not engage in strict numerical benchmarking in determining the percentage modifications for the NEOs.

Market Pay Levels

Market pay levels for the NEOs are determined annually in November for the upcoming calendar year. From time to time, at the request of the Compensation Committee, an outside financial advisor is used to gather and summarize for the Company disclosures of executive compensation paid by other publicly traded companies in the diagnostic and life science industries, as well as those outside such industries in the Greater Cincinnati area. This information concerns base salary, bonus awards and long-term incentive awards such as stock options and/or restricted stock for these peer companies, as well as their revenue, net earnings and market capitalization levels in order to take company size into consideration. The Compensation Committee considers this competitive market compensation paid by such companies, but does not attempt to maintain a certain target percentile within a peer group or otherwise rely on that data to determine executive compensation. This means that the Compensation Committee considers this information generally and as a reference point in determining the amounts and elements of our compensation program. For example, the

Compensation Committee periodically reviews compensation information of our industry peers in order to understand compensation trends. In other words, although it does not utilize such information for benchmarking purposes, the Compensation Committee considers such information as part of its decision-making process with respect to the Company’s executive compensation programs.

Company Performance

We believe that certain Company performance metrics drive shareholder value through stock price appreciation and dividends. We take this belief into account in setting performance metric targets that are considered in establishing the performance-based component of our compensation programs. Performance metric targets that are taken into consideration in our compensation programs include sales growth, earnings growth and profit margins. These targets are set at or above industry averages and historical results. In addition to these metrics, the ultimate success of the commercialization of our illumigene^® molecular platform will be driven by the number and rate of instrument placements, and the build-out of the related product menu. We have recently implemented performance metric targets for instrument placement rates and product menu expansion in our compensation programs.

Our cash bonus and a portion of our stock-based award programs operate under the fundamental principle that minimum levels of net earnings be achieved prior to any compensation being earned under these programs. Net earnings targets are determined based on what the Company believes to be meaningful growth rates relative to its industry peers and the Company’s performance objectives. Stock-based awards granted under performance programs are generally forfeited if the Company does not meet its minimum earnings targets as specified in each grant.

Recovery of Prior Awards

Except as provided by applicable laws and regulations, we do not have a policy with respect to adjustment or recovery of awards or payments if relevant Company performance measures upon which previous awards were based are restated or otherwise adjusted in a manner that would reduce the size of such award or payment. Under those circumstances, we expect that the Compensation Committee and the Board would evaluate whether compensation adjustments were appropriate based upon the facts and circumstances surrounding the applicable restatement or adjustment.

Tally Sheets

In setting the NEOs’ compensation, the Compensation Committee reviews all components of such compensation through the use of tally sheets. These tally sheets provide the amount of total compensation paid or earned by each NEO based on his or her base salary, cash bonus, stock-based awards, retirement contributions and perquisites. The tally sheets reviewed provide all of the information that is reflected in the Summary Compensation Table. The review by the Compensation Committee analyzes how changes in any element of compensation would impact other elements, particularly severance or change in control benefits, if applicable to the executive. Although this year such analysis did not result in the issuance of additional awards, other than a minor increase in professional fee allowances for certain executives, such analysis has become an important component in the Compensation Committee’s review of executive compensation as the tally sheet allows the Compensation

Committee to consider an executive’s overall compensation rather than only one or two specific components of an executive’s compensation. This allows the Compensation Committee to make compensation decisions and evaluate management recommendations based on a complete analysis of an executive’s total compensation.

Components of Executive Compensation

Meridian’s executive compensation and benefits packages consist of: base salary, cash bonuses, long-term equity incentive awards, Company-sponsored benefit and retirement plans, and change in control severance benefits. Each of these components has a certain risk profile.


Element	Form of Compensation	Purpose	Risk Profile
*Base Salaries*	Cash	Provides competitive, fixed compensation to attract and retain exceptional executive talent	Low to moderate

*Annual Cash Incentives*	Cash	Provides a direct financial incentive to achieve corporate and individual operating goals	Moderate to high

*Long-Term Equity* *Incentives*	Non-qualified stock options, restricted stock, restricted stock units and/or stock appreciation rights	Encourages Executive Officers to build and maintain a long-term equity ownership position in Meridian so that their interests are aligned with our shareholders	High

*Health, Retirement and* *Other Benefits*	Eligibility to participate in benefit plans generally available to our employees, including Retirement Plan contributions, premiums paid on long-term disability and life insurance policies, and certain perquisites	Benefit plans are part of a broad-based employee benefits program; the perquisites provide competitive benefits to our Executive Officers	Low

*Change in Control* *Severance Benefits*	Cash and continuation of certain benefits	Encourages Executive Officers to maximize value for shareholders in the event that the Company becomes subject to a change in control transaction	Moderate to high

The Compensation Committee has reviewed the risk profile of the components of the Company’s executive compensation program, including the performance objectives and target levels used in connection with incentive awards, and has considered the risks an NEO might be incentivized to take with respect to such components. When establishing the mix among these components, the Compensation Committee is careful not to encourage excessive risk taking. Specifically, the performance objectives contained in the Company’s executive compensation programs have been balanced between annual and long-term incentive compensation to ensure that both components are aligned and consistent with our long-term business plan and that our overall mix of equity-based awards has been allocated to promote an appropriate combination of incentive and retention objectives.

The Compensation Committee believes that the Company’s executive compensation program does not incentivize the NEOs to engage in business activities or other behavior that would threaten the value of the Company or the investments of its shareholders.

The Compensation Committee continues to monitor and evaluate on an on-going basis the mix of compensation, especially equity compensation, awarded to the Named Executive Officers, and the extent to which such compensation aligns the interests of the NEOs with those of the Company’s shareholders. In connection with this practice, the Compensation Committee has, from time to time, reconsidered the structure of the Company’s executive compensation program and the relative weighting of various compensation elements. During fiscal 2012, the Compensation Committee approved an equity incentive award (discussed below) that is intended to complement the historical mix of time-based and performance-based equity awards.

Interplay of Compensation Elements

We believe that each element of our compensation program plays a substantial role in maximizing long-term value for our shareholders and employees because of the significant emphasis on pay-for-performance principles. In fiscal 2012, we did not reach our minimum net earnings targets, and therefore, our NEOs did not earn cash bonuses pursuant to the Officers’ Performance Compensation Plan or performance-based equity awards.

We strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. We use the Officers’ Performance Compensation Plan as another tool to assess an executive’s total pay opportunities and whether we have provided the appropriate incentives to accomplish our compensation objectives. Our mix of compensation elements is designed to reward recent results and motivate long-term performance through a combination of cash and stock-based awards. We also seek to balance compensation elements that are based on financial, operational and strategic metrics with others that are based on the performance of Meridian shares via application of the personal multiplier component of cash bonuses for the Executive Chairman and the Chief Executive Officer. We believe the most important indicator of whether our compensation objectives are being met is our ability to motivate our NEOs to deliver superior performance and retain them to continue their careers with Meridian on a cost-effective basis.

Base Salary

The Company pays salaries that are designed to attract, motivate and retain experienced executives who will drive superior Company performance and maintain long-term shareholder value. The Compensation Committee considers recommendations from the Executive Chairman and Chief Executive Officer and approves annual base salaries that are commensurate with each NEO’s responsibilities and performance, as well as Company performance in the prior fiscal year, which are competitive with similar positions locally and in the industry. Salaries are set on a calendar year basis and therefore salaries paid in the first three months of each fiscal year beginning on the first day of October are set in the prior fiscal year.

For 2013, the Chief Executive Officer, Mr. Kraeutler, provided a recommendation to the Compensation Committee for 4% salary increases for the NEOs. The Compensation Committee duly considered and followed these recommendations.

Cash Bonuses

The Compensation Committee believes that employees should be rewarded based on Company results and individual performance. The Compensation Committee awards cash bonuses pursuant to the Officers’ Performance Compensation Plan (the “Plan”), contingent upon Company performance. Cash bonuses, if earned, are paid in the first quarter of each fiscal year, for the prior year’s performance. Cash bonuses are subject to the Company’s attainment of a specific net earnings target. Should the Company fail to reach such net earnings target, no cash bonuses are paid pursuant to the Plan.

Cash bonuses are also subject to the application of a personal achievement multiplier as recommended by management, except that no such recommendation is made by management for the Executive Chairman, Mr. Motto, or the Chief Executive Officer, Mr. Kraeutler. In evaluating the personal achievement multipliers, the Compensation Committee takes into consideration the sales and net earnings levels, sales and net earnings growth rates and achievement against plan, profit margins and improvements therein, and individual achievements and leadership of the NEOs. Instead of establishing specific quantifiable targets for each of these factors, the Compensation Committee exercises its discretion in using the factors to determine each NEO’s personal achievement multiplier. Specifically, the Compensation Committee does not establish measurable objective targets in connection with its deliberation of such factors. The adoption and application of such factors are intended to be discretionary and subjective so that the Compensation Committee can use its business judgment to provide an appropriate incentive and award for performance that sustains and enhances long-term shareholder value. The Compensation Committee believes that such discretionary and subjective components allow it to respond appropriately as business and strategic environments change and are appropriate for the size of the Company. The personal achievement multiplier choices are 0 (zero), 0.75, 1.0, 1.25, 1.5 or 2.0. For example, a personal achievement multiplier of 1.25 would result in a bonus payout percentage of 37.5% when applied to a 30% base salary component. A personal achievement multiplier of 0 (zero) would result in no bonus payout and is intended for circumstances where the NEO’s performance is far less than satisfactory.

Company Performance Component and 2012 Results

The 2012 Officers’ Performance Compensation Plan, which was similar in form to the plans utilized over the last several fiscal years, provided for the granting of cash bonuses as a percentage of base salary if 2012 net earnings reached at least $35,400,000. For 2012, actual net earnings were below the minimum threshold, and therefore, there were no cash bonuses awarded to the NEOs for fiscal 2012 performance pursuant to the Plan. Our Executive Vice President, Research and Development, who is an NEO due to equity awards granted to him in connection with his promotions during 2012, was awarded a $25,000 cash bonus based on his accomplishments for the year.

2013

At its November 7, 2012 meeting, the Compensation Committee approved the Officers’ Performance Compensation Plan for fiscal 2013. The 2013 Plan will award cash bonuses if 2013 net earnings reach $36,000,000, which the Committee believes is a meaningful increase from 2012 non-GAAP net earnings of $34,030,000, which excludes the costs related to consolidation of our Saco, Maine facility into our Memphis, Tennessee facility (see Non-GAAP Information on pages 28 and 29 of the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2012). The 2013 net earnings target of $36,000,000 includes approximately $2,000,000 ($1,300,000 after tax) of expense related to the Medical Device Tax, which becomes effective January 1, 2013. It also includes an investment in clinical trials related to two tests for sexually transmitted diseases on the illumigene^® platform, which are significantly higher (approximately $2,000,000 incremental cost, or $1,300,000 after tax) than previous trials, but represent a large new market opportunity. Consistent with 2012, the 2013 Plan also provides for increasing bonus awards tied to increasing net earnings beyond the initial minimum level. The 2013 Plan includes six net earnings thresholds ranging from a low of $36,000,000 to a high of $38,000,000. These six net earnings thresholds represent growth over 2012 non-GAAP net earnings ranging from a low of approximately 6% to a high of approximately 12% (10% to 15% excluding the new Medical Device Tax). The corresponding potential bonus payouts as a percent of base salary, before application of the personal multiplier, for the six net earnings thresholds range from a low of 10% to a high of 60%. Depending on the level of net earnings achieved and the application of the personal multiplier, cash bonuses for the NEOs could range from 0% to 120% of base salary.

Management and the Compensation Committee have intended that the earnings thresholds should be set at meaningful rates so that management must be diligent, focused and effective in order to achieve these goals. In other words, the Company and management believed at the time of the establishment of these thresholds that they would be challenging to achieve and would require substantial efforts from management. To this end, the Compensation Committee tends to set the thresholds consistent with the earnings guidance range requiring that the low end of guidance is achieved before bonuses are paid.

Long-Term Incentive Awards

The Compensation Committee believes that equity-based compensation encourages employees to commit to the long-term goals of the Company. This ensures that the Company’s NEOs have a stake in the long-term creation of shareholder value. A significant portion of the awards is performance-based, meaning the NEOs’ ability to vest in that portion of awards is contingent upon the Company achieving a minimum level of net earnings.

For fiscal 2013, at its meeting on November 7, 2012, the Compensation Committee approved two types of restricted stock unit awards. The first type of restricted stock unit award is performance-based, where the NEOs’ ability to vest in such awards is contingent upon the Company reaching a minimum level of net earnings of $38,000,000 for fiscal 2013. This award would vest 25% per year over four years, if earned. The second type of restricted stock award is time-based and fully vests after four years. The Compensation Committee believes that this latter award is appropriate to encourage retention of top management talent during what continues to be, in the Committee’s belief, one of the most challenging economic environments over the last 20+ years.

Although Meridian does not have a written policy regarding the timing or practices related to granting equity awards, neither Meridian nor the Compensation Committee engages in spring-loading, back-dating or bullet-dodging practices. Equity awards are generally granted at a regularly scheduled meeting of the Compensation Committee in the first quarter of the fiscal year. Stock options are granted at the closing market price on the date of grant, pursuant to the 2012 Stock Incentive Plan. Prior to the exercise of an option, the holder has no rights as a stockholder with respect to the shares subject to such option, including no rights to vote or to receive dividends. Prior to vesting of restricted stock units, the holder will receive dividend equivalent payments. Restricted stock units do not have voting rights.

Company-Sponsored Benefit and Retirement Plans

Meridian provides Company-sponsored benefit and retirement plans to the NEOs. In general, executives participate in the Company’s benefit and retirement plans on the same basis as other Company employees. The core benefit package includes health, dental, short and long-term disability, and group term life insurance. Meridian generally provides retirement benefits to executives through qualified (under the Internal Revenue Code) defined contribution plans.

Change in Control Severance Benefits

The Compensation Committee believes that a reasonable level of salary and Company-sponsored benefit protection provides a means of retention and allows the NEOs to remain focused on achievement of Company goals and objectives in the event that the Company becomes subject to a merger or acquisition transaction. This component of compensation would only be paid in the event of a change in control of the Company, under certain qualifying conditions. For the NEOs other than the CEO and Executive Chairman, this component of compensation would include two years’ salary, performance bonus and core benefits. For the CEO, this component of compensation would include three years’ salary, performance bonus and core benefits. This benefit is not available to the Executive Chairman.

Other Personal Benefits

Allowances for automobiles and professional, financial and tax planning are made available to Meridian’s NEOs and other corporate officers. The costs to the Company are included in the All Other Compensation table on page 27. The Company believes these perquisites to be reasonable, comparable to peer companies and consistent with the Company’s overall executive compensation philosophy.

CEO Employment Agreement and Supplemental Benefit Agreement

The Company and Mr. Kraeutler are parties to an employment agreement and a supplemental benefit agreement (collectively, the “CEO agreements”). In addition to an established minimum annual salary and eligibility to participate in the Company’s bonus and stock incentive plans, the CEO agreements provide that Mr. Kraeutler is eligible to receive:

•

Post-retirement benefit payments totaling $1,200,000, payable in one hundred twenty (120) monthly payments of $10,000, in the event of a qualified retirement from service (as defined in the supplemental benefit agreement), with the total payments reduced to $600,000, payable in one hundred twenty (120) monthly payments of $5,000, in the event of a non-qualified retirement from service (as defined in the supplemental benefit agreement)

•

Lifetime insurance benefits including Medicare health insurance premiums and comprehensive long-term care insurance premiums

Internal Pay Equity

The Compensation Committee believes that the relative difference between the Chief Executive Officer’s compensation and the compensation of the Company’s other executives has not increased significantly over the years. Further, the Compensation Committee believes that the Company’s internal pay equity structure is appropriate based upon the contributions to the success of the Company and as a means of motivation to other executives and employees.

Tax Deductibility of Pay

Section 162(m) of the Internal Revenue Code contains compensation deduction limitations for certain highly compensated employees. One exception to this limitation is for performance-based compensation that is approved by, among other things, a committee of “outside directors” (as defined under IRS treasury regulations). The Committee believes that all compensation paid to the NEOs for fiscal year 2012 is properly deductible under Section 162(m), but no assurance can be made in this regard.

Actions of the Compensation Committee

In several meetings during the year, the Executive Chairman, Mr. Motto, the Chief Executive Officer, Mr. Kraeutler, and the Compensation Committee Chairman discussed, among other things, Meridian’s compensation system and its effectiveness in attracting and retaining top notch employees. These individuals believe that the system, including the Officers’ Performance Compensation Plan, is understood by employees and shareholders and has worked well in practice. They noted that the underlying principles in the plan have been followed for many years, even when following such principles resulted in no Officers’ Performance Compensation Plan bonuses being awarded to the NEOs (2009, 2010, 2011 and 2012) and performance-based stock awards being forfeited (2008, 2009, 2011 and 2012). The Committee discussed on a number of occasions the advisability of engaging a compensation consultant. The Compensation Committee concluded that it did not want to engage a compensation consultant this year, in part because of the relatively small number of Executive Officers and their frequent interaction.

At its November 7, 2012 meeting, the Compensation Committee discussed these matters, both with and without the presence of management. The Compensation Committee discussed the recommendations of the Executive Chairman and the Chief Executive Officer for compensation levels for all officers and answered questions about individual recommendations and the general pay increases to be paid throughout the Company. The Committee then made the compensation decisions, which are reflected in the figures presented in this proxy statement.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management. Based on these reviews and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement on Schedule 14A.

Members of the Compensation Committee

Robert J. Ready (Chairman)

James M. Anderson

David C. Phillips

SUMMARY COMPENSATION TABLE

The following table summarizes the aggregate compensation paid, or earned, by each of the NEOs for the fiscal years ended September 30, 2012, 2011 and 2010, respectively.


Name and Principal Position (a)	Year (b)		Salary (c)		Bonus¹ (d)		Stock Awards^2,4 (e)		Option Awards^3,4 (f)		Non-Equity Incentive Plan Compensation (g)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (h)		All Other Compensation⁵ (i)		Total
John A. Kraeutler Chief Executive Officer		2012 2011 2010	$ $ $	558,600 546,000 540,346		— — —	$ $ $	175,700 228,300 221,850		— — —		— — —		— — —	$ $ $	74,901 69,111 54,017	$ $ $	809,201 843,411 816,213

Melissa A. Lueke Executive Vice President, Chief Financial Officer and Secretary		2012 2011 2010	$ $ $	243,997 238,493 233,579		— — —	$ $ $	131,775 171,225 166,387		— — —		— — —		— — —	$ $ $	45,425 40,640 27,274	$ $ $	421,197 450,358 427,240

William J. Motto Executive Chairman of the Board of Directors		2012 2011 2010	$ $ $	558,600 546,000 540,346		— — —	$ $ $	175,700 228,300 221,850		— — —		— — —		— — —	$ $ $	110,234 110,825 95,424	$ $ $	844,534 885,125 857,620

Richard L. Eberly Executive Vice President, President Meridian Life Science		2012 2011 2010	$ $ $	358,077 326,466 275,341		— — —	$ $ $	131,775 171,225 166,387	$ $	— 48,355 9,510		— — —		— — —	$ $ $	47,456 44,910 39,314	$ $ $	537,308 590,956 490,552

Vecheslav A. Elagin⁶ Executive Vice President, Research & Development		2012 2011 2010	$ $ $	250,962 219,397 198,642	$ $	25,000 — 15,000	$ $ $	307,475 171,225 110,925	$ $	25,103 — 12,681		— — —		— — —	$ $ $	52,925 37,784 13,099	$ $ $	661,465 428,406 350,347

No payments were made to the NEOs pursuant to the Officers’ Performance Compensation Plan for fiscal 2012, 2011 or 2010 as the corporate-wide targets were not reached for any of the respective fiscal years. Dr. Elagin’s fiscal 2012 bonus payment is in recognition of his accomplishments for the year, and the fiscal 2010 payment represents a bonus in connection with joining the Company.

The amounts shown reflect the grant date fair value of the restricted stock issued during fiscal years 2012, 2011 and 2010 in accordance with ASC Topic 718. No compensation cost is included in this table related to the performance-based portion of the restricted stock granted November 11, 2010 or the performance-based portion of the restricted stock units granted November 9, 2011. Because the required earnings target for Meridian was not reached for fiscal 2011 or fiscal 2012, the performance-based restricted shares and restricted stock units have been cancelled. Regarding the performance-based restricted stock issued November 12, 2009, while the 2010 earnings target was not met, on September 30, 2010, the Compensation Committee of the Board of Directors chose to convert the performance-based restricted shares to time-vested restricted shares in recognition of the achievement in 2010 of several strategic initiatives that positioned the Company for future growth. As a result, the grant date fair value of such shares is reflected during fiscal 2010 in the above table. A discussion of the assumptions used in calculating these values may be found in Note 7(b) on page 67 to the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2012.

The amounts shown reflect the grant date fair value of the stock options granted during fiscal years 2012, 2011 and 2010 in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 7(b) on page 67 to the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2012.

⁴

In addition, no compensation cost is included in this table related to the additional performance-based equity awards granted November 9, 2011 to certain executive management employees, including the NEOs, to reward them for meeting Company revenue targets in advance of planned expectations. These awards, which included both restricted stock units and options, can only be earned if specified cumulative revenue thresholds are met one fiscal quarter in advance of planned revenue expectations through fiscal 2015, with the three measurement dates for ratably earning one-third of the grant being (i) the 21-month period ending June 30, 2013, (ii) the 33-month period ending June 30, 2014 and (iii) the 45-month period ending June 30, 2015. At the present time, achievement of the revenue thresholds within the required timeframes is not considered probable and, therefore, no compensation cost is included within the table. Based upon grant date fair value in accordance with ASC Topic 718, the maximum compensation cost that could be recognized for each of the NEOs in connection with this award is as follows: Mr. Kraeutler—$656,565; Ms. Lueke—$489,804; Mr. Motto—$656,565; Mr. Eberly—$656,565; and Dr. Elagin—$656,565.

⁵	See the All Other Compensation table below for amounts, which include certain Company contributions, perquisites and other personal benefits.


Fiscal 2012	All Other Compensation
	John A. Kraeutler		Melissa A. Lueke		William J. Motto		Richard L. Eberly		Vecheslav A. Elagin
Retirement Contributions	$	13,425	$	13,425	$	13,425	$	13,425	$	13,425

Auto Lease / Auto Allowance		16,076		8,000		6,409		10,731		8,000

Financial and Tax Planning		15,000		1,200		60,000		500		3,000

Restricted Stock Dividends		30,400		22,800		30,400		22,800		28,500

Totals	$	74,901	$	45,425	$	110,234	$	47,456	$	52,925

⁶	During fiscal 2012, Dr. Elagin received equity awards in connection with his promotions to Senior Vice President in November 2011 and Executive Vice President in June 2012.

GRANTS OF PLAN-BASED AWARDS

The following table sets forth, for each of the NEOs, information related to grants made during fiscal 2012 under Meridian’s 2012 Stock Incentive Plan and 2004 Equity Compensation Plan.


Name	Grant Date		Estimated Future Payouts Under Non-Equity Incentive Plan Awards						Estimated Future Payouts Under Equity Incentive Plan Awards						All other Stock Awards: Number of Shares of Stock or Units (#)			All other Option Awards: Number of Securities Underlying Options (#)			Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards
Name	Grant Date		Threshold ($)		Target ($)		Max ($)		Threshold (#)		Target (#)		Max (#)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)		(i)			(j)			(k)		(l)
John A. Kraeutler		11/09/11 11/09/11 11/09/11		— — —		— — —		— — —		— — —		— — —		— — —		10,000 7,500 —	¹ ³		— — 112,500	³	$	— — 17.57	$	175,700 — —
Melissa A. Lueke		11/09/11 11/09/11		— —		— —		— —		— —		— —		— —		7,500 —	¹		— 105,000	³	$	— 17.57	$	131,775 —
William J. Motto		11/09/11 11/09/11 11/09/11		— — —		— — —		— — —		— — —		— — —		— — —		10,000 7,500 —	¹ ³		— — 112,500	³	$	— — 17.57	$	175,700 — —
Richard L. Eberly		11/09/11 11/09/11 11/09/11		— — —		— — —		— — —		— — —		— — —		— — —		7,500 7,500 —	¹ ³		— — 112,500	³	$	— — 17.57	$	131,775 — —
Vecheslav A. Elagin		11/09/11 11/09/11 11/09/11 06/01/12		— — — —		— — — —		— — — —		— — — —		— — — —		— — — —		17,500 7,500 — —	² ³		— — 112,500 5,000	³ ⁴	$ $	— — 17.57 18.91	$ $	307,475 — — 25,103

At the time of the grant, half of each NEO’s restricted shares were time-based with 100% vesting after four years, and the remaining half were performance-based, subject to attainment of a specified earnings target for fiscal 2012. As the 2012 earnings target was not met, the performance-based restricted shares have been cancelled and are not reflected in the table above.

²	In addition to 7,500 time-based restricted stock units with the features described in Note 1 above, on November 9, 2011 Dr. Elagin was also granted 10,000 restricted stock units in connection with his promotion to Senior Vice President, which are time-based with 100% vesting after four years.

These awards, which included both restricted stock units and options, were granted to certain executive management employees, including the NEOs, to reward them for meeting Company revenue targets in advance of planned expectations. The awards can only be earned if specified cumulative revenue thresholds are met one fiscal quarter in advance of planned revenue expectations through fiscal 2015, with the three measurement dates for ratably earning one-third of the grant being (i) the 21-month period ending June 30, 2013, (ii) the 33-month period ending June 30, 2014 and (iii) the 45-month period ending June 30, 2015. Once earned, the awards vest one year from the date the cumulative thresholds are met. At the present time, achievement of the revenue thresholds within the required timeframes is not considered probable and, therefore, no grant date fair values are included within the table. Based upon grant date fair value in accordance with ASC Topic 718, the maximum compensation cost that could be recognized for each of the NEOs in connection with this award is as follows: Mr. Kraeutler—$656,565; Ms. Lueke—$489,804; Mr. Motto—$656,565; Mr. Eberly—$656,565; and Dr. Elagin—$656,565.

⁴	Stock option award reflected was made in recognition of Dr. Elagin’s promotion to Executive Vice President, has a ten-year term and vests in four equal annual installments from the date of grant (i.e., vests 25% per year until fully vested on June 1, 2016).

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

The following table provides information on the NEOs’ holdings of equity awards under Meridian’s 2012 Stock Incentive Plan, 2004 Equity Compensation Plan and 1996 Stock Option Plan as of September 30, 2012.

Option Awards

Stock Awards

Name

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Unexercisable

Equity
Incentive Plan
Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options (#)

Option
Exercise
Price ($)

Option
Expiration
Date

Number of
Shares or
Units of
Stock That
Have Not
Vested (#)

Market
Value of
Shares or
Units of
Stock That
Have Not
Vested ($)

Equity
Incentive
Plan
Awards:
Number of
Unearned
Shares,
Units or
Other
Rights That
Have Not
Vested (#)

Equity
Incentive
Plan
Awards:
Market or
Payout
Value of
Unearned
Shares,
Units or
Other
Rights
That
Have Not
Vested ($)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(h)

(i)

(j)

John A. Kraeutler

5,250¹

10,500¹

15,750¹

25,000²

—

25,000³

—

112,500⁹

4.525

7.280

14.007

16.554

33.090

17.570

12/02/13

12/07/14

11/10/15

11/15/16

01/28/18

11/09/21

—

10,000¹⁰

10,000¹¹

10,000¹²

—

191,800

—

7,500⁹

—

143,850

Melissa A. Lueke

5,250¹

10,500¹

15,750¹

—

105,000⁹

4.525

7.280

14.007

16.554

17.570

12/02/13

12/07/14

11/10/15

11/15/16

11/09/21

—

7,500¹⁰

7,500¹¹

7,500¹²

—

143,850

—

William J. Motto

15,750¹

—

112,500⁹

4.525

7.280

14.007

16.554

17.570

12/02/13

12/07/14

11/10/15

11/15/16

11/09/21

—

10,000¹⁰

10,000¹¹

10,000¹²

—

191,800

—

7,500⁹

—

143,850

Richard L. Eberly

5,250¹

10,500¹

15,750¹

750⁴

2,500⁵

—

750⁴

7,500⁵

—

112,500⁹

7.280

14.007

16.554

19.710

21.940

17.570

12/07/14

11/10/15

11/15/16

08/04/20

01/31/21

11/09/21

—

7,500¹⁰

7,500¹¹

7,500¹²

—

143,850

—

7,500⁹

—

143,850

Vecheslav A. Elagin

7,500⁶

1,000⁷

2,500⁶

1,000⁷

5,000⁸

—

112,500⁹

22.290

19.710

18.910

17.570

08/03/19

08/04/20

06/01/22

11/09/21

—

5,000¹⁰

7,500¹¹

17,500¹²

—

95,900

143,850

335,650

—

7,500⁹

—

143,850

¹	Options vested in three equal annual installments beginning one year from public earnings release date for the fiscal year ending immediately following the grant date, indicating that performance targets were met, occurring approximately one year from date of grant.

²	Options vested on January 22, 2011.

³	Options vest on January 22, 2013.

⁴	Options vest in four equal annual installments from the date of grant (i.e., vest 25% per year until fully vested on August 4, 2014).

⁵	Options vest in four equal annual installments from the date of grant (i.e., vest 25% per year until fully vested on January 31, 2015).

⁶	Options vest in four equal annual installments from the date of grant (i.e., vest 25% per year until fully vested on August 3, 2013).

⁷	Options vest in four equal annual installments from the date of grant (i.e., vest 25% per year until fully vested on August 4, 2014).

⁸	Options vest in four equal annual installments from the date of grant (i.e., vest 25% per year until fully vested on June 1, 2016).

⁹

These awards can only be earned if specified cumulative revenue thresholds are met one fiscal quarter in advance of planned revenue expectations through fiscal 2015, with the three measurement dates for ratably earning one-third of the grant being (i) the 21-month period ending June 30, 2013, (ii) the 33-month period ending June 30, 2014 and (iii) the 45-month period ending June 30, 2015. Once earned, the awards vest one year from the date the cumulative thresholds are met.

¹⁰	Shares/units vest on November 12, 2013.

¹¹	Shares/units vest on November 11, 2014.

¹²	Shares/units vest on November 9, 2015.

OPTION EXERCISES AND STOCK VESTED

The following table sets forth, for each of the NEOs, information on options exercised and restricted stock vested during fiscal 2012.


	Option Awards				Stock Awards
Name	Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($) (1)		Number of Shares Acquired on Vesting (#)		Value Realized On Vesting ($)
(a)	(b)		(c)		(d)		(e)
John A. Kraeutler		—	$	—		—	$	—
Melissa A. Lueke		—	$	—		—	$	—
William J. Motto		7,988	$	124,095		—	$	—
Richard L. Eberly		—	$	—		—	$	—
Vecheslav A. Elagin		—	$	—		—	$	—

¹	Amounts reflect the difference between the exercise price of the option and the market price of Meridian common shares at the time of exercise.

NONQUALIFIED DEFERRED COMPENSATION

Our 401(k) Savings Plan (“401(k) Plan”) allows all U.S. employees of the Company as of the first day of their employment to set aside a portion of their compensation each year for their retirement needs, up to the limits set by the Internal Revenue Code. The Company contributes a matching contribution of 100% of the first 3% of the employee’s contribution (i.e., up to 3% of an employee’s salary) subject to Internal Revenue Code limitations. The Company may also contribute a profit-sharing contribution at its discretion. Employee contributions are 100% vested immediately, while Company contributions are subject to a graded vesting schedule of 20% per year for the first 5 years of employment. Participants are entitled to direct the investment of their accounts among various mutual funds selected by the Company’s Fiduciary Committee. The Plan also provides that Company discretionary profit-sharing contributions may be invested in Company stock. Participants who terminate employment are entitled to receive the vested portion of their accounts.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

In the case of a disability, Meridian is obligated to pay Mr. William J. Motto 60% of his total annual salary and bonus for a period of up to 60 months. In the case of death, Meridian is obligated to pay to Mr. Motto’s designated beneficiaries up to $1 million. These benefits are to be reduced by the gross amount of any life insurance payments or disability insurance payments made to Mr. Motto, or his beneficiaries as the case may be, under any insurance policy or program maintained by Meridian, other than group term life insurance programs maintained for all employees.

As detailed on page 25 within the “Compensation Discussion and Analysis” section of this Proxy Statement, Mr. Kraeutler and Meridian are parties to an employment agreement and a supplemental benefit agreement dated June 12, 2012, which sets forth compensation, non-competition, benefit and severance provisions and provides for a payment equal to three times Mr. Kraeutler’s base salary (plus any salary earned but not paid) and three-year average annual performance bonus if Mr. Kraeutler is terminated by Meridian without cause, Mr. Kraeutler terminates his employment for good reason or upon a change in control of Meridian. The employment agreement is effective through September 30, 2014, and may be extended annually for up to two additional one year periods ending September 30, 2015 and September 30, 2016, respectively, upon mutual agreement by both parties.

Pursuant to Mr. Kraeutler’s supplemental benefit agreement, had his employment with the Company terminated on September 30, 2012, Mr. Kraeutler would have been entitled to receive post-retirement benefit payments totaling $600,000, payable in one hundred twenty (120) monthly payments of $5,000.

Had a change in control occurred on September 30, 2012, Mr. Kraeutler would also have been entitled to the following under his employment agreement:


Salary	$	1,644,946
Annual Performance Bonus		—

Total Payment	$	1,644,946

In addition, the Meridian Bioscience, Inc. Change in Control Severance Compensation Policy (the “Policy”) applies to the Company’s NEOs (as defined in Item 402 of Regulation S-K) and other Executive Officers of the Company and its affiliates other than the Executive Chairman and Chief Executive Officer – with Mr. Kraeutler’s benefits and provisions provided in the separate, individual agreements described above. Generally, subject to certain conditions surrounding post-change in control employment, in the event of a qualifying change in control, each Executive Officer covered under the Policy will be entitled to:

•

Base salary, accrued bonus and certain other benefits through the later of the effective date of the change in control or termination of employment;

•

Lump sum payment equal to two (2) times the sum of (i) the base salary in effect immediately preceding the change in control, and (ii) the average of the bonus

amounts paid for each of the two fully-completed fiscal years immediately preceding the change in control; and

•

Continued participation in the Company’s medical and dental plans for a twenty-four (24) month period following the effective date of the change in control.

Had a change in control occurred on September 30, 2012, the NEOs to which the Policy applied at that date (Ms. Lueke, Mr. Eberly and Dr. Elagin) would have been entitled to the following lump sum payments under the Policy:


	Melissa A. Lueke		Richard L. Eberly		Vecheslav A. Elagin
Salary	$	491,296	$	721,000		$	530,000
Annual Performance Bonus		—		—			25,000

Total Lump Sum Payment	$	491,296	$	721,000		$	555,000

DIRECTOR COMPENSATION

For fiscal 2012, non-employee Directors of Meridian received $30,000 per year for serving as Directors and as members of Committees of the Board. They also received $1,500 for each meeting of the Board and $1,000 for each Committee meeting attended. They received $750 for each Board meeting and $500 for each Committee meeting held by telephone. The Audit Committee Chairman received an additional $8,000 annually and the Compensation Committee Chairman received an additional $3,000 annually. In accordance with the terms and conditions set forth in the Company’s 2012 Stock Incentive Plan and 2004 Equity Compensation Plan, each non-employee Director was also granted a non-qualified option to purchase 7,500 common shares at the time of election or re-election to the Board of Directors, with the exercise price being the closing sale price on Nasdaq reported on the date of grant. Directors who are employees of Meridian are not separately compensated for serving as Directors.

The following table provides information on compensation related to fiscal 2012 for non-employee Directors who served during fiscal 2012.


Name	Fees Earned or Paid in Cash ($)		Stock Awards ($)¹		Option Awards ($)¹		Non-Equity Incentive Plan Compensation ($)		Change in Pension Value and Nonqualified Deferred Compensation Earnings		All Other Compensation ($)		Total ($)
(a)	(b)		(c)		(d)		(e)		(f)		(g)		(h)
James M. Anderson	$	47,250		—	$	36,917		—		—		—	$	84,167
Gary P. Kreider²	$	14,750		—		—		—		—		—	$	14,750
David C. Phillips	$	56,250		—	$	36,917		—		—		—	$	93,167
Robert J. Ready	$	51,750		—	$	36,917		—		—		—	$	88,667

The amounts shown reflect the grant date fair value of the awards made in fiscal year 2012 in accordance with ASC Topic 718. A discussion of the assumptions used in calculating these values may be found in Note 7(b) on page 67 to the Company’s Annual Report on Form 10-K filed with the SEC on November 29, 2012.

²	Mr. Kreider declined his nomination as a director for 2012 and, therefore, ended his service as a director at the end of his term in January 2012.

SHAREHOLDER PROPOSALS FOR NEXT YEAR

The deadline for shareholder proposals to be included in the proxy statement for next year’s meeting is August 14, 2013.

The form of Proxy for this meeting grants authority to the designated proxies to vote in their discretion on any matters that come before the meeting except those set forth in Meridian’s proxy statement and except for matters as to which adequate notice is received. In order for a notice to be deemed adequate for the 2014 Annual Shareholders’ Meeting, it must be received prior to October 29, 2013. If there is a change in the anticipated date of next year’s Annual Shareholders’ Meeting or these deadlines by more than 30 days, we will notify you of this change through our Form 8-K and/or Form 10-Q filings.

Meridian’s Code of Regulations provides that only persons nominated by an officer, Director or in writing by a shareholder not earlier than 150 days nor later than 90 days prior to the meeting at which Directors are to be selected shall be eligible for election and that shareholder proposals be presented not earlier than 150 days nor later than 90 days prior to the meeting at which the proposals are to be presented.

QUESTIONS?

If you have questions or need more information about the annual meeting, write to:

Melissa A. Lueke

Executive Vice President, Chief Financial Officer and Secretary

Meridian Bioscience, Inc.

3471 River Hills Drive

Cincinnati, Ohio 45244

or call us at (513) 271-3700

For information about your record holdings call Computershare Shareholder Services at (888) 294-8217.

*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Shareholder Meeting to Be Held on January 23, 2013


		*MERIDIAN BIOSCIENCE, INC.* MERIDIAN BIOSCIENCE, INC. 3471 RIVER HILLS DRIVE CINCINNATI, OH 45244		Meeting Information Meeting Type: Annual Meeting For holders as of: November 26, 2012 Date: January 23, 2013 Time: 2:00 PM EST Location: Holiday Inn Eastgate 4501 Eastgate Boulevard Cincinnati, OH 45245
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Voting items
The Board of Directors recommends you vote FOR the following:

1. Election of Directors
Nominees
01 JAMES M. ANDERSON	02 JOHN A. KRAEUTLER	03 WILLIAM J. MOTTO	04 DAVID C. PHILLIPS	05 ROBERT J. READY

The Board of Directors recommends you vote FOR the following proposals:

2. Advisory vote on named executive officer compensation.

3. To ratify the appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for fiscal year 2013.

NOTE: Such other business as may properly come before the meeting or any postponement or adjournment thereof.

LOGO

MERIDIAN BIOSCIENCE, INC.

3471 RIVER HILLS DRIVE

CINCINNATI, OH 45244

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY

The Board of Directors recommends you vote FOR the following:

For

All

Withhold

All

For All Except

To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the nominee(s) on the line below.

Election of Directors

Nominees

01 JAMES M. ANDERSON 02 JOHN A. KRAEUTLER 03 WILLIAM J. MOTTO 04 DAVID C. PHILLIPS 05 ROBERT J. READY

The Board of Directors recommends you vote FOR the following proposals:

For

Against

Abstain

Advisory vote on named executive officer compensation.

To ratify the appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for fiscal year 2013.

NOTE: Such other business as may properly come before the meeting or any postponement or adjournment thereof.

For address change/comments, mark here.

(see reverse for instructions)

Yes

Please indicate if you plan to attend this meeting

Please sign exactly as your name(s) appear(s) hereon, indicating, where proper, official position or representative capacity.

All joint holders must sign.

Signature [PLEASE SIGN WITHIN BOX]

Date

Signature (Joint Owners)

Date

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Annual Report, Notice & Proxy Statement is/are available at www.proxyvote.com.

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