BASI Bioanalytical Systems Inc

PROXY STATEMENT

ANNUAL MEETING OF SHAREHOLDERS

MARCH 16, 2023

GENERAL

This proxy statement is furnished by Inotiv, Inc. (“Inotiv,” the “Company,” “we,” “us,” or “our”) in connection with the solicitation by the Board of Directors of the Company of proxies to be voted at the Annual Meeting of Shareholders (the “Annual Meeting”) to be held at 10:00 a.m. (ET) on Thursday, March 16, 2023, and at any adjournment thereof. The meeting will be held at the Courtyard Marriott Lafayette, 150 Fairington Avenue, Lafayette, Indiana 47905.

A shareholder who properly submits a proxy may revoke it at any time before it is exercised by delivering written notice to the Secretary of the Company, by timely submitting a later-dated proxy via the Internet, by telephone or by mail, or by attending the Annual Meeting and voting in person (simply attending the meeting will not, by itself, revoke your proxy). The submission of a proxy does not preclude a shareholder from attending the Annual Meeting in person.

All proxies timely properly submitted prior to the Annual Meeting, and not revoked, will be voted in accordance with the instructions contained therein. Any proxy not specifying to the contrary will be voted FOR the election of the nominees for the two director nominees, FOR the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023, and in accordance with the recommendation of the Board of Directors on any other matter that is properly brought before the meeting.

As of the close of business on January 13, 2023, the record date for the Annual Meeting, there were 25,622,136 common shares of the Company outstanding. Each outstanding common share owned of record as of January 13, 2023 entitles its holder to one vote. The Company has no other voting securities outstanding. Shareholders do not have cumulative voting rights.

We intend to mail a notice regarding the internet availability of proxy materials (the “Notice”) and to make this proxy statement available, or to mail the proxy statement and proxy card, as applicable, commencing on or about January 30, 2023. All expenses in connection with the solicitation of proxies will be borne by the Company. The Company expects to solicit proxies primarily by mail, but directors, officers and other employees of the Company may also solicit proxies in person or by telephone. The Company will pay any costs so incurred, but the directors, officers and other employees involved in such solicitations will not receive any additional compensation for such actions.

A copy of the Company’s Annual Report on Form 10-K, which includes audited financial statements and a description of operations for the fiscal year ended September 30, 2022, accompanies this proxy statement. The Annual Report and this proxy statement are also available in the “Investors” section of our website at www.inotivco.com. The financial statements included in the Annual Report are not incorporated by reference in this proxy statement, but they do contain important information regarding Inotiv.

HOW TO VOTE YOUR SHARES

Shareholders of Record

If you are a shareholder of record, you may vote in person at the Annual Meeting. We will give you a ballot when you arrive. If you do not wish to vote in person or you will not be attending the Annual Meeting, you may vote by proxy.

If you are a shareholder of record, you may give a proxy to be voted at the meeting either:

Beneficial Owners

If you are a beneficial owner of shares held in street name and you received a Notice by mail, you should have received the Notice from the organization that is the record owner of your shares rather than from us. Beneficial owners who received a Notice by mail from the record owner should follow the instructions included in the Notice to view the proxy statement and transmit their voting instructions. Beneficial owners who wish to vote in person at the Annual Meeting must obtain a valid “legal proxy” from the record owner. To request the requisite proxy form, follow the instructions provided by your broker or contact your broker.

COMMONLY ASKED QUESTIONS AND ANSWERS

Why am I receiving this proxy statement?

This proxy statement describes the proposals on which you, as a shareholder of the Company, are being asked to vote. It also gives you information on the proposals to be voted on at the Annual Meeting, as well as other information, so that you can make an informed decision. You are invited to attend the Annual Meeting to vote on the proposals, but you do not need to attend in person in order to vote.

Who can vote at the Annual Meeting?

Shareholders who owned common shares on January 13, 2023, the record date for the Annual Meeting, may attend and vote at the Annual Meeting. Each common share entitles its holder to one vote. There were 25,622,136 common shares outstanding on the record date.

What am I voting on?

We are asking you to elect two Class II directors to the Board of Directors of the Company and to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023.

What if I change my mind after I give my proxy?

You may revoke your proxy and change your vote at any time before the polls close at the meeting. You may do this by:

Your proxy will not be revoked if you attend the meeting, but do not vote.

How many shares must be present to hold the meeting?

To hold the meeting and conduct business, a majority of the Company’s outstanding voting shares as of January 13, 2023 must be present in person or represented by proxies at the meeting; this is called a quorum. On January 13, 2023, a total of 25,622,136 common shares were outstanding and entitled to vote. Shares representing at least a majority of these votes, or 12,811,069 shares, must be present at the Annual Meeting, in person or by proxy, to hold the meeting and conduct business. Abstentions will be counted for purposes of determining whether a quorum is present.

Will my shares be voted if I do not attend the Annual Meeting in person, vote via remote means or sign and return my proxy card?

If your shares are registered in your name, they will not be voted unless you timely submit a proxy by Internet, by telephone, or by proxy card, or by voting in person at the meeting.

How will my shares be voted if they are held in “street name”?

If your shares are held in “street name,” you should have received voting instructions with these materials from your broker or other nominee. We urge you to instruct your broker or other nominee how to vote your shares by following those instructions.

If you do not give your broker or nominee instructions as to how to vote your shares, they may not be voted, except on routine matters for which the broker or nominee may exercise discretionary authority under applicable rules. For purposes of the Annual Meeting, the proposal to ratify Ernst & Young LLP as our independent registered public accounting firm is the only routine matter to be considered.

How many votes are required to approve the proposals to be voted on at the Annual Meeting?

To approve each of the proposals, the following votes are required from the holders of common shares. Abstentions and broker non-votes will not count as votes cast on the proposals below and will not affect the outcome of the votes.

Who will pay for this proxy solicitation?

We will bear the costs of soliciting proxies from our shareholders. These costs include preparing, assembling, printing, mailing and distributing the proxy statements, proxy cards and annual reports. We will also reimburse brokerage houses and other custodians for their reasonable out-of-pocket expenses for forwarding proxy and solicitation materials to the beneficial owners of common shares.

CORPORATE GOVERNANCE

Board Independence

The Board of Directors has determined that each of Nigel Brown, Ph.D., Gregory C. Davis, Ph.D., Richard A. Johnson, Ph.D., David Landman and R. Matthew Neff has no relationship with the Company that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director and that such individuals meet the current independence requirements of the Nasdaq Marketplace Rules and the Securities and Exchange Commission (“SEC”).

Board Leadership Structure

The roles of Chairman and Chief Executive Officer have been split into two positions. The Board of Directors believes that separating these roles aligns the Company with best practices for corporate governance of public companies and accountability to shareholders. The Board also believes that this separation provides a leadership model that clearly distinguishes the roles of the Board of Directors and management. The separation of the Chairman and Chief Executive Officer positions has historically allowed our Chief Executive Officer to direct his or her energy towards operational and strategic issues while the non-executive Chairman focuses on governance and shareholders. The Company generally believes that separating the Chairman and Chief Executive Officer positions enhances the independence of the Board of Directors, provides independent business counsel for our Chief Executive Officer, and facilitates improved communications between Company management and members of the Board of Directors.

Oversight of Risk Management

It is management’s responsibility to manage our enterprise risks on a day-to-day basis. The Board of Directors is responsible for risk oversight by focusing on our overall risk management strategy and the steps management is taking to manage our risks. While the Board of Directors as a whole maintains ultimate oversight responsibility, the Board of Directors has delegated certain risk management oversight responsibilities to its various committees. The Audit Committee oversees management of market and operational risks that could have a financial impact, such as those relating to internal controls or liquidity. The Compensation Committee is responsible for overseeing risks related to our compensation programs, including structuring and reviewing our executive compensation programs, considering whether such programs are in line with our strategic objectives and incentivizing appropriate risk-taking. The Nominating/Corporate Governance Committee manages risks associated with governance issues, such as the independence of the Board of Directors and key executive succession.

In addition to its formal compliance programs, the Board of Directors encourages management to promote a corporate culture that understands risk management and incorporates it into the overall corporate strategy and day-to-day business operations of the Company. The Company’s risk management structure also includes an ongoing effort to assess and analyze the most likely areas of future risk for the Company and to address them in its long-term planning process.

Committees and Meetings of the Board of Directors

The Board of Directors has established Compensation, Audit and Nominating/Corporate Governance Committees. Scheduled meetings are supplemented by frequent informal exchanges of information and actions taken by unanimous written consents without meetings.

During fiscal 2022, no member of the Board of Directors attended fewer than 75% of the aggregate of the meetings of the Board of Directors and meetings of any committee of the Board of Directors of which he was a member. All of the members of the Board of Directors are encouraged, but not required, to attend the Company’s annual meetings of shareholders. All of our directors at the time attended the 2022 annual meeting of shareholders, in person or via the webcast.

The following chart shows the current members of, and the number of meetings held in fiscal 2022 by, each of the committees of the Board of Directors and the number of meetings held in fiscal 2022 of the Board of Directors:

The Compensation Committee is responsible for, among other matters:

The Audit Committee is responsible for, among other matters:

The Nominating/Corporate Governance Committee is responsible for, among other matters:

The Board of Directors has adopted a written charter for each of the Compensation Committee, the Audit Committee and the Nominating/Corporate Governance Committee, each of which can be found under the Investors/Corporate Governance tab on our website at www.inotivco.com. Compensation Committee, Audit Committee and Nominating/Corporate Governance Committee members are not employees of the Company and, in the opinion of the Board of Directors, are “independent” (as defined by applicable Nasdaq and SEC rules and regulations, including those pertaining to committee members). The Board of Directors has determined that R. Matthew Neff is an “audit committee financial expert” (as defined by Item 407(d)(5)(ii) of Regulation S-K) based upon, among other criteria, his professional experience, as described under “Business Experience of Remaining Members of the Board”.

Shareholders Agreement

In connection with the consummation of the acquisition of Envigo RMS Holding Corp. (the "Envigo Acquisition"), we entered into a Shareholders Agreement with certain stockholders of Envigo (the “Shareholders Agreement”), including Jermyn Street Associates LLC (“Jermyn Street”) and Savanna Holdings LLC ("Savanna Holdings and, together with Jermyn Street, the "Nominating Holders"). The Nominating Holders owned, in the aggregate, approximately 72.6% of the outstanding voting stock of Envigo. As required by the Shareholders Agreement, effective on November 5, 2021, the size of the Board of Directors was expanded to seven members, and Nigel Brown, Ph.D. and Scott Cragg were appointed to the Board of Directors. Dr. Brown, who was designated by Savanna Holdings, was elected as a Class II director of the Company for a term expiring at the 2023 Annual Meeting and Mr. Cragg, who was designated by Jermyn Street, was elected as a Class III director of the Company for a term expiring at the 2024 Annual Meeting. As described further below, Dr. Brown has been nominated for reelection at the 2023 Annual Meeting to serve as a Class II director of the Company for a term expiring at the 2026 Annual Meeting. Further, as previously disclosed, Mr. Cragg resigned from the Board effective January 23, 2023. Pursuant to the Shareholders Agreement, Jermyn Street designated David Landman as its representative to replace Mr. Cragg, and the Board appointed Mr. Landman to the Board, effective January 24, 2023, to serve as a Class III director of the Company for a term expiring at the 2024 Annual Meeting.

In addition, the Shareholders Agreement provides that Richard A. Johnson, Ph.D., a Class II director of the Company whose term expires at the 2023 Annual Meeting, would tender his resignation from the Board of Directors, to be effective automatically upon notice to Dr. Johnson from the Company that the Board of Directors is prepared to elect the Approved Director as provided in the Shareholders Agreement.  The "Approved Director" is a person designated by our Nominating/Corporate Governance Committee and approved by the Nominating Holders. As a result, Dr. Johnson has tendered his resignation from the Board of Directors, to be effective automatically upon notice to Dr. Johnson from the Company that the Board of Directors is prepared to elect the Approved Director as provided in the Shareholders Agreement. As of the date of this proxy statement, no Approved Director has been identified, and therefore Dr. Johnson continues to serve on the Board and has been nominated for reelection by the holders of the Company’s common shares to serve as a Class II director of the Company for a term expiring at the 2026 Annual Meeting.

After the consummation of the Envigo Acquisition and for so long as a Nominating Holder beneficially owns five percent or more of our outstanding voting shares, the Nominating Holder will have the right to designate one nominee for election to our Board of Directors upon the expiration of the term of the initial designee or any subsequent designee of that Nominating Holder and to approve our nominee for the board seat held by the Approved Director or any subsequent Approved Director upon expiration of the Approved Director’s term. Pursuant to the Shareholders Agreement, we agreed that we will include the nominees designated by the Nominating Holders and the Approved Director in management’s slate of directors for the applicable meeting, solicit proxies to approve the election of those persons to the Board of Directors and recommend to our shareholders that those persons be elected as directors. Board vacancies occurring due to the death, resignation, retirement, disqualification or removal from office as a member of the Board of Directors of a director designated by a Nominating Holder are to be filled by a person designated by that Nominating Holder.

The Shareholders Agreement requires the shareholders who are parties thereto to cause all voting securities owned by them to be present at any annual or special meeting at which directors are to be elected, to vote such securities either as recommended by our Board of Directors, or in the same proportions as votes cast by other voting securities with respect to director nominees or other nominees and in favor of any director nominee of the Nominating Holders, and not to vote in favor of a change of control transaction pursuant to which the Nominating Holders would receive consideration that is different in amount or form from other shareholders, unless approved by our Board of Directors.

Recommended Candidates for Director

The Nominating/Corporate Governance Committee will consider candidates for director persons recommended by shareholders entitled to vote on the election of directors. Such recommendations must be made to the Board of Directors in writing and delivered to Inotiv, Inc., Attention: Corporate Secretary, 2701 Kent Avenue, West Lafayette, Indiana 47906. There is no fixed process for identifying and evaluating potential candidates to be nominees for directors, and there is no fixed set of qualifications that must be satisfied before a candidate will be considered. Rather, the Nominating/Corporate Governance Committee has the flexibility to consider such factors as it deems appropriate. These factors may include education, diversity, experience with business and other organizations comparable with the Company, the interplay of the candidate’s experience with that of other members of the Board of Directors, and the extent to which the candidate would be a desirable addition to the Board of Directors and to any of the committees of the Board of Directors. The Nominating/Corporate Governance Committee does not have a formal policy regarding the consideration of diversity in identifying director nominees, but the Nominating/Corporate Governance Committee does consider, among other things, a director nominee’s potential contribution to the diversity of background and experience of our Board of Directors, including with respect to age, gender, international background, race and specialized experience. The Nominating/Corporate Governance Committee will evaluate nominees for director submitted by shareholders in the same manner in which it evaluates other director nominees.

A shareholder who wishes to nominate an individual for director without the recommendation of the Nominating/Corporate Governance Committee must comply with the advance notice and informational requirements set forth in our Bylaws, which are more fully explained later in this proxy statement under “Shareholder Proposals for 2024 Annual Meeting.”

Board Diversity Matrix

The following chart summarizes certain self-identified characteristics of the directors of the Company, utilizing the categories and terms set forth in applicable Nasdaq rules and related guidance, as of August 1, 2022 and January 30, 2023:

Family Relationships

There are no family relationships among the directors and executive officers of the Company.