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+Transactions with Related Persons 
+Mr. Knight makes his airplane available for business use by the Company for no charge. NIKE operates and maintains the aircraft. Mr. Knight reimbursed the Company $960,015 for NIKE’s operating costs related to his personal use of this aircraft during fiscal 2013, determined based on the cost of fuel and other variable costs associated with the flights under FAR 91-501(d). 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health and life insurance policies for Howard Slusher, the father of John Slusher, Executive Vice President of Sports Marketing, following expiration of the agreement. During fiscal 2013, the Company paid Howard Slusher $130,427 for health and life insurance premiums. 
+Three of Mr. Parker’s siblings are employed by the Company in non-executive roles. Bob Parker is a Marketplace Director, and has been employed by the Company for over 29 years; Stephen Parker is the General Manager, China-Converse, and has been employed by the Company for over 25 years; and Ann Parker is an Executive Talent Scout, and has been employed by the Company for over 23 years. During fiscal year 2013, the Company paid aggregate compensation to Bob Parker, Stephen Parker and Ann Parker in the amounts of $439,806, $545,015, $299,425, respectively. The compensation was consistent with compensation paid to other employees holding similar positions, and was composed of salary, bonuses, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, profit sharing and matching contributions to Company-sponsored retirement plans. 
+Mr. Thompson’s son, John Thompson III, is the head basketball coach at Georgetown University, and the Company has a contract with him to provide endorsement and consulting services to the Company through August 2014, with base compensation over the five year term of the contract of $500,000, and up to $80,000 per year of product and other performance incentives. 
+Compensation Committee Interlocks and Insider Participation 
+The members of the Compensation Committee of the Board of Directors during the fiscal year ended May 31, 2013 were Timothy D. Cook, Elizabeth J. Comstock, John C. Lechleiter, and Johnathan A. Rodgers. The Committee is composed solely of independent, non-employee directors. No member of the Compensation Committee has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’s rules requiring disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, the executive officers of which served as a director or member of the Compensation Committee of the Company during the fiscal year ended May 31, 2013. 
+12

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+Transactions with Related Persons 
+Effective July 1, 2013, Mr. Knight terminated an arrangement whereby he made his airplane available to the Company for business use for no charge. During the course of the arrangement NIKE operated and maintained the aircraft. Mr. Knight reimbursed the Company $96,835 for NIKE’s operating costs related to his personal use of this aircraft during fiscal 2014, determined based on the cost of fuel and other variable costs associated with the flights under FAR 91-501(d). In connection with the termination of the airplane arrangement, the Company sold a tug and power cart, purchased for Mr. Knight's plane, to a company owned by Mr. Knight for $110,000. 
+Mr. Howard S. Slusher, the father of John Slusher, Executive Vice President of Sports Marketing, and the Company are parties to a Consulting Agreement pursuant to which Howard Slusher manages the planning, design, and construction of new buildings at, and improvements to, NIKE's World Headquarters. Howard Slusher was selected due to his deep history and experience with the Company, as he has managed several significant construction projects for the Company, including the original World Headquarters construction and later expansions. In addition, Howard Slusher's previous engagement with the Company garnered the trust of management and makes him uniquely qualified to oversee the project. During fiscal 2014, the Company paid Howard Slusher $1,525,000 for these services. 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health and life insurance policies for Howard Slusher following expiration of the agreement. During fiscal 2014, the Company paid $129,801 for health and life insurance premiums. 
+Three of Mr. Parker’s siblings are employed by the Company in non-executive roles. Bob Parker is a Marketplace Director, and has been employed by the Company for over 30 years; Stephen Parker is Vice President & General Manager, Converse Asia-Pacific, and has been employed by the Company for over 26 years; and Ann Parker is an Executive Talent Scout, and has been employed by the Company for over 24 years. During fiscal year 2014, the Company paid aggregate compensation to each of Bob Parker, Stephen Parker and Ann Parker in the amounts of $384,637, $514,215, $277,678, respectively. The compensation was consistent with compensation paid to other employees holding similar positions, and was composed of salary, bonuses, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, profit sharing and matching contributions to Company-sponsored retirement plans. 
+Mr. Thompson’s son, John Thompson III, head basketball coach at Georgetown University, and the Company are parties to a contract pursuant to which Mr. Thompson III provides certain endorsement and consulting services to the Company. The terms of this agreement, effective August 2014 through August 2019, provide for annual base compensation of $200,000, and up to $112,000 per year of product and merchandise, for use by him, the basketball staff and team. In addition, there are annual incentive payments based upon his team's performance of up to $100,000. 
+Compensation Committee Interlocks and Insider Participation 
+The members of the Compensation Committee of the Board of Directors during the fiscal year ended May 31, 2014 were Timothy D. Cook, Elizabeth J. Comstock, John C. Lechleiter, and Johnathan A. Rodgers. The Committee is composed solely of independent, non-employee directors. No member of the Compensation Committee has been an executive officer of the Company, and no member of the Compensation 
+NIKE, INC. Ÿ 2014 Notice of Annual Meeting 14

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+DEF 14A
+1
+ddef14a.htm
+DEFINITIVE PROXY STATEMENT
+Definitive Proxy Statement 
+UNITED STATES 
+SECURITIES AND EXCHANGE COMMISSION 
+Washington, D.C. 20549 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
+1934 
+(Amendment No. ) 
+Filed by the Registrant x 
+Filed by a Party other than the Registrant ¨ 
+Check the appropriate box: 
+¨ Preliminary Proxy Statement 
+¨ 
+Confidential, for Use of the Commission Only 
+(as permitted by Rule 14a-6(e)(2)) 
+x Definitive Proxy Statement 
+¨ Definitive Additional Materials 
+¨ Soliciting Material Pursuant to § 240.14a-11(c) or § 240.14a-12 
+NIKE, Inc.
+(Name of Registrant as Specified in Its Charter) 
+(Name of Person(s) Filing Proxy Statement, if other than the Registrant) 
+Payment of Filing Fee (Check the appropriate box): 
+x 
+No fee required. 
+¨ 
+Fee computed on table below per Exchange Act Rules 14a-6(I)(4) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies: 
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
+Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
+determined): 
+(4) 
+Proposed maximum aggregate value of transaction: 
+(5) 
+Total fee paid 
+¨ 
+Fee paid previously with preliminary materials. 
+¨ 
+Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the
+previous filing by registration statement number, or the Form or Schedule and the date of its filing. 
+(1) 
+Amount Previously Paid: 
+(2) 
+Form, Schedule or Registration Statement No.: 
+(3) 
+Filing Party: 
+(4) 
+Date Filed: 
+NIKE, Inc. 
+One Bowerman Drive 
+Beaverton, Oregon
+97005-6453 
+August 9, 2004 
+To Our Shareholders: 
+You are cordially invited to attend the annual meeting of shareholders of NIKE, Inc. to be held at the Oregon Convention
+Center, 777 N.E. Martin Luther King, Jr. Blvd., Portland, Oregon, on Monday, September 20, 2004, at 10:00 A.M. Pacific Time. Registration will begin at 9:00 A.M. 
+I believe that the annual meeting provides an excellent opportunity for shareholders to become better acquainted with NIKE
+and its directors and officers. I hope that you will be able to attend. Highlights of the meeting will be available on videotape by calling 1-800-640-8007 following the meeting. 
+Whether or not you plan to attend, the prompt execution and return of your proxy card will both assure that your shares are
+represented at the meeting and minimize the cost of proxy solicitation. 
+Sincerely, 
+Philip H. Knight 
+Chairman of the Board, 
+President, and Chief Executive Officer 
+Notice of Annual Meeting of Shareholders 
+September 20, 2004 
+To the Shareholders of NIKE, Inc. 
+The annual meeting
+of shareholders of NIKE, Inc., an Oregon corporation, will be held on Monday, September 20, 2004, at 10:00 A.M., at the Oregon Convention Center, 777 N.E. Martin Luther King, Jr. Blvd., Portland, Oregon, for the following purposes: 
+1. 
+To elect a Board of Directors for the ensuing year. 
+2. 
+To ratify the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. 
+3. 
+To transact such other business as may properly come before the meeting. 
+All shareholders are invited to attend the meeting. Shareholders of record at the close of business on July 26, 2004, the record date fixed by the Board
+of Directors, are entitled to notice of and to vote at the meeting. You must present an admission ticket enclosed in this Proxy Statement. 
+By Order of the Board of Directors 
+LINDSAY D. STEWART 
+Secretary
+Beaverton, Oregon 
+August 9, 2004 
+Whether or not you intend to be present at the meeting, please sign and date the enclosed proxy and return it in the enclosed envelope, or vote by telephone or over the internet following the instructions on the
+proxy. 
+PROXY STATEMENT 
+The enclosed proxy is solicited by the Board of Directors of NIKE, Inc. (“NIKE” or the “Company”) for
+use at the annual meeting of shareholders to be held on September 20, 2004, and at any adjournment thereof (the “Annual Meeting”). The Company expects to mail this proxy statement and the enclosed proxy to shareholders on or about August
+9, 2004. 
+The Company will bear the cost of solicitation of
+proxies. In addition to the solicitation of proxies by mail, certain officers and employees of the Company, without extra compensation, may also solicit proxies personally or by telephone. The Company has retained ADP Investor Communications
+Services, 51 Mercedes Way, Edgewood, New York, to assist in the solicitation of proxies from nominees and brokers at an estimated fee of $9,000 plus related out-of-pocket expenses. Copies of proxy solicitation materials will be furnished to
+fiduciaries, custodians and brokerage houses for forwarding to the beneficial owners of shares held in their names. 
+All valid proxies properly executed and received by the Company prior to the Annual Meeting will be voted in accordance with the instructions specified in
+the proxy. Where no instructions are given, shares will be voted FOR the election of each of the named nominees for director, and FOR ratification of the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm. A
+shareholder may choose to strike the names of the proxy holders named in the enclosed proxy and insert other names. 
+A shareholder giving the enclosed proxy has the power to revoke it at any time before it is exercised by affirmatively electing to vote in person at the
+meeting or by delivering to John F. Coburn III, Assistant Secretary of NIKE, either an instrument of revocation or an executed proxy bearing a later date. 
+VOTING SECURITIES 
+Holders of record of NIKE’s Class A Common Stock (“Class A Stock”) and holders of record of NIKE’s Class B Common Stock (“Class B
+Stock”), at the close of business on July 26, 2004, will be entitled to vote at the Annual Meeting. On that date, 77,581,484 shares of Class A Stock and 185,783,487 shares of Class B Stock were issued and outstanding. Neither class of Common
+Stock has cumulative voting rights. 
+Each share of Class A
+Stock and each share of Class B Stock is entitled to one vote on every matter submitted to the shareholders at the Annual Meeting. With regard to Proposal 1, the election of directors, the holders of Class A Stock and the holders of Class B Stock
+will vote separately. Holders of Class B Stock are currently entitled to elect 25 percent of the total Board, rounded up to the next whole number. Holders of Class A Stock are currently entitled to elect the remaining directors. Under this formula,
+holders of Class B Stock, voting separately, will elect three directors, and holders of Class A Stock, voting separately, will elect six directors. Holders of Class A Stock and holders of Class B Stock will vote together as one class on Proposal 2.
+PROPOSAL 1 
+ELECTION OF DIRECTORS 
+A Board of 9 directors will be elected at the Annual Meeting. All of the nominees were elected at the 2003 annual meeting of shareholders. Directors will
+hold office until the next annual meeting of shareholders or until their successors are elected and qualified. Three directors, John E. Jaqua, Richard K. Donahue, and Charles W. Robinson, who have served on the Board of Directors since
+1968, 1977, and 1978, respectively, have chosen to retire from the Board at the Annual Meeting, and accordingly will not stand for election at the Annual Meeting. The Company appreciates greatly their distinguished service and valuable contributions
+to NIKE. 
+Jill K. Conway, Alan B. Graf, Jr., and Jeanne P.
+Jackson are nominated by the Board of Directors for election by the holders of Class B Stock. The other six nominees are nominated by the Board of Directors for election by the holders of Class A Stock. 
+Under Oregon law, if a quorum of each class of shareholders is present at the
+Annual Meeting, the six director nominees who receive the greatest number of votes cast by holders of Class A Stock and the three director nominees who receive the greatest number of votes cast by holders of Class B Stock will be elected directors.
+Abstentions and broker non-votes will have no effect on the results of the vote. Unless otherwise instructed, proxy holders will vote the proxies they receive for the nominees listed below. If any nominee becomes unable to serve, the holders of the
+proxies may, in their discretion, vote the shares for a substitute nominee or nominees designated by the Board of Directors. 
+Background information on the nominees as of July 15, 2004, appears below: 
+Nominees for Election by Class A Shareholders 
+Thomas E. Clarke — Dr. Clarke, 53, a director since 1994, joined the Company in 1980, and serves as
+President of New Business Ventures of the Company. He was appointed divisional vice president in charge of marketing in 1987, corporate Vice President in 1989, General Manager in 1990, and served as President and Chief Operating Officer from 1994 to
+1999. Dr. Clarke previously held various positions with the Company, primarily in research, design, development and marketing. Dr. Clarke holds a Doctorate degree in biomechanics. 
+Ralph D. DeNunzio — Mr. DeNunzio, 72, a director of the Company since 1988, is President of Harbor
+Point Associates, Inc., New York, New York, a private investment and consulting firm. Mr. DeNunzio was employed by the investment banking firm of Kidder, Peabody & Co. Incorporated from 1953 to 1987, where he served as President from 1977
+to 1986, as Chief Executive Officer from 1980 to 1987 and as Chairman of the Board of Directors from 1986 to 1987. Mr. DeNunzio served as Vice 
+2 
+Chairman and Chairman of the Board of Governors of the New York Stock Exchange from 1969 to 1972 and was President of the Securities Industry Association in
+1981. In 1970, Mr. DeNunzio headed the Securities Industry Task Force, which led to enactment of the Securities Investor Protection Act of 1970 and establishment of the Securities Investor Protection Corporation. 
+Delbert J. Hayes — Mr. Hayes, 69, a director since
+1975, served as Executive Vice President of NIKE from 1980 to 1995. Mr. Hayes served as Treasurer and in a number of other executive positions with the Company from 1975 to 1980. Mr. Hayes was a partner with Hayes, Nyman & Co., certified public
+accountants, from 1970 to 1975. Prior to 1970, Mr. Hayes was a certified public accountant with Price Waterhouse for eight years. 
+Douglas G. Houser — Mr. Houser, 69, a director since 1970, is an Assistant Secretary of the Company and has been a partner in the
+Portland, Oregon law firm of Bullivant, Houser, Bailey since 1965. Mr. Houser is a trustee of Willamette University and a Fellow in the American College of Trial Lawyers, and has served as a member of the Board of Governors and Treasurer of the
+Oregon State Bar Association and as a Director of the Rand Corporation, Institute for Civil Justice Board of Overseers. 
+Philip H. Knight — Mr. Knight, 66, a director since 1968, is President, Chief Executive Officer and Chairman of the Board of
+Directors of NIKE. Mr. Knight is a co-founder of the Company and, except for the period from June 1983 through September 1984, served as its President from 1968 to 1990, and from June 2000 to present. Prior to 1968, Mr. Knight was a certified public
+accountant with Price Waterhouse and Coopers & Lybrand and was an Assistant Professor of Business Administration at Portland State University. 
+John R. Thompson, Jr. — Mr. Thompson, 63, a director since 1991, was head coach of the Georgetown University men’s basketball
+team from 1972 until 1998. Mr. Thompson serves as Assistant to the President of Georgetown for Urban Affairs. Mr. Thompson was head coach of the 1988 United States Olympic basketball team. He is a past President of the National Association of
+Basketball Coaches and presently serves on its Board of Governors. 
+Nominees
+for Election by Class B Shareholders 
+Jill K.
+Conway — Dr. Conway, 69, a director since 1987, is currently a Visiting Scholar with the Massachusetts Institute of Technology’s Program in Science, Technology and Society. Dr. Conway was a Professor of History and President
+of Smith College, Northampton, Massachusetts, from 1975 to 1985. She was affiliated with the University of Toronto from 1964 to 1975, and held the position of Vice President, Internal Affairs from 1973 to 1975. Dr. Conway holds numerous Honorary
+Doctorates from North American universities. She is also a director of Merrill Lynch & Co., Inc. and Colgate-Palmolive Company. 
+3 
+Alan B. Graf, Jr. — Mr. Graf, 50, a director since 2002, is the Executive Vice
+President and Chief Financial Officer of FedEx Corporation, a position he has held since 1998, and is a member of FedEx Corporation’s Executive Committee. Mr. Graf joined FedEx Corporation in 1980 and was Senior Vice President and Chief
+Financial Officer for FedEx Express, FedEx’s predecessor, from 1991 to 1998. He is also a director of Kimball International, Inc. and Mid-America Apartment Communities, Inc. 
+Jeanne P. Jackson — Ms. Jackson, 52, a director since 2001, is Founder and CEO of MSP Capital, a
+private investment company. Ms. Jackson was CEO of Walmart.com from March 2000 to January 2002. She was with Gap, Inc., as President and CEO of Banana Republic from 1995-2000, also serving as CEO of Gap, Inc. Direct from 1998-2000. Since 1978, she
+has held various retail management positions with Victoria’s Secret, The Walt Disney Company, Saks Fifth Avenue, and Federated Department Stores. Ms. Jackson is a Trustee of the United States Ski and Snowboard Team, and serves on the Board of
+Advisors of the Harvard Graduate School of Business. She is also a director of McDonald’s, Nordstrom, and Williams-Sonoma. 
+Board of Directors and Committees 
+The Board currently has an Executive Committee, an Audit Committee, a Nominating and Corporate Governance Committee, a Finance Committee, a Corporate
+Responsibility Committee, and a Compensation Committee, and may also appoint other committees from time to time. Each committee has a written charter; all such charters, as well as the Company’s corporate governance guidelines, are available at
+the Company’s internet website (www.nikebiz.com) and will be provided in print to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453. There were five meetings of the
+Board of Directors during the last fiscal year. Each director attended at least 75 percent of the total number of meetings of the Board of Directors and committees on which he or she served, except for Mr. Thompson who attended 69 percent. The
+Company encourages all directors to attend each annual meeting of shareholders, and all but one director attended the 2003 Annual Meeting. 
+Pursuant to New York Stock Exchange rules, in order for a director to qualify as “independent,” the Board of Directors must affirmatively
+determine that the director has no material relationship with the Company that would impair the director’s independence. The rules permit the Board to adopt categorical standards under which relationships will be deemed immaterial without any
+specific Board determination. Accordingly, the Board has determined that commercial or charitable relationships below the following thresholds will not be considered material relationships that impair a director’s independence: (i) if a NIKE
+director or immediate family member is an executive officer of another company that does business with NIKE and the annual sales to, or purchases from, NIKE are less than one percent of the annual revenues of the other company; and (ii) if a NIKE
+director or immediate family member serves as an officer, director or 
+4 
+trustee of a charitable organization, and NIKE’s contributions to the organization are less than one percent of that organization’s total annual
+charitable receipts. After applying this categorical standard, the Board of Directors has determined that all directors, except Mr. Knight and Dr. Clarke who are executive officers of the Company, have no material relationship with the Company and,
+therefore, are independent. 
+Executive sessions of
+non-management directors (consisting of all directors other than Mr. Knight and Dr. Clarke) are regularly scheduled and held at least once each year. The position of presiding director at these executive sessions is rotated among the Chairs of the
+various Board committees, other than the Executive Committee, so there is no single lead director. 
+The Executive Committee of the Board is currently composed of Messrs. Knight (Chairman), Clarke, and Houser. The Executive Committee is authorized to act
+on behalf of the Board on all corporate actions for which applicable law does not require participation by the full Board. In practice, the Executive Committee acts in place of the full Board only when emergency issues or scheduling make it
+difficult or impracticable to assemble the full Board. All actions taken by the Executive Committee must be reported at the next Board meeting. The Executive Committee held no formal meetings during the fiscal year ended May 31, 2004, but took
+actions from time to time pursuant to written consent resolutions. 
+The Audit Committee is currently composed of Mr. Graf (Chairman), Ms. Jackson, and Mr. Robinson. The Board has determined that each member of the Audit Committee meets all applicable independence and financial literacy requirements under
+the New York Stock Exchange listing standards. The Board has also determined that Mr. Graf is an “audit committee financial expert” as defined in regulations adopted by the Securities and Exchange Commission. The Audit Committee is
+responsible for the engagement or discharge of the independent registered public accountants, reviews and approves services provided by the independent registered public accountants, and reviews with the independent registered public accountants the
+scope and results of their annual examination of the Company’s consolidated financial statements and any recommendations they may have. The Audit Committee also reviews the Company’s procedures with respect to maintaining books and
+records, the adequacy and implementation of internal auditing, accounting, disclosure, and financial controls, and the Company’s policies concerning financial reporting and business practices. In 2004, the Charter of the Audit Committee was
+amended. A copy of the Charter is attached to this Proxy Statement as Exhibit A. The Audit Committee met 14 times during the fiscal year ended May 31, 2004. 
+The Nominating and Corporate Governance Committee is currently composed of Mr. DeNunzio (Chairman), Dr. Conway, Mr. Donahue, and Mr. Houser. The Board has
+determined that each member of the Nominating and Corporate Governance Committee meets all applicable independence requirements under the New York Stock Exchange listing standards. The Nominating and Corporate Governance Committee identifies
+individuals qualified to become Board members, recommends director nominees for election at each annual shareholder meeting, and develops and recommends corporate governance guidelines and standards for business conduct and ethics. The committee
+also oversees the annual self-evaluations of the Board and its committees and makes recommendations to the Board concerning the 
+5 
+structure and membership of the other Board committees. The Nominating and Corporate Governance Committee met five times during the fiscal year ended May 31,
+2004. 
+The Finance Committee is currently composed of Messrs.
+Robinson (Chairman), DeNunzio, and Hayes. The Finance Committee considers long-term financing options and needs of the Company, long-range tax and currency issues facing the Company, and management recommendations concerning major capital
+expenditures and material acquisitions or divestments. The Finance Committee met nine times during the fiscal year ended May 31, 2004. 
+The Corporate Responsibility Committee is currently composed of Dr. Conway (Chair), and Messrs. Donahue, Houser, and Thompson. The Corporate
+Responsibility Committee reviews significant activities and policies regarding labor and environmental practices, community affairs, charitable and foundation activities, diversity and equal opportunity, and environmental and sustainability
+initiatives, and makes recommendations to the Board of Directors. The Corporate Responsibility Committee met four times during the fiscal year ended May 31, 2004. 
+The Compensation Committee is currently composed of Mr. DeNunzio (Chairman), Ms. Jackson, Mr. Jaqua, and Mr. Thompson.
+The Compensation Committee determines the Chief Executive Officer’s compensation and makes recommendations to the Board regarding other officers’ compensation, management incentive compensation arrangements and profit sharing plan
+contributions. The Compensation Committee also grants stock options and restricted stock bonuses under the NIKE, Inc. 1990 Stock Incentive Plan, and determines targets and awards under the NIKE, Inc. Executive Performance Sharing Plan and the NIKE,
+Inc. Long-Term Incentive Plan. The Compensation Committee met four times during the fiscal year ended May 31, 2004. 
+Director Nominations 
+The Nominating and Corporate Governance Committee identifies potential director candidates through a variety of means, including recommendations from
+members of the Committee or the Board, suggestions from Company management, and shareholder recommendations. The committee also may, in its discretion, engage director search firms to identify candidates. Shareholders may recommend director
+candidates for consideration by the Nominating and Corporate Governance Committee by submitting a written recommendation to the Committee, c/o John F. Coburn III, Assistant Secretary, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453. The
+recommendation should include the candidate’s name, age, qualifications (including principal occupation and employment history), and written consent to be named as a nominee in the Company’s proxy statement and to serve as a director, if
+elected. 
+As provided in the Company’s Corporate
+Governance Guidelines, nominees for director are selected on the basis of their character, judgment, business experience and acumen, understanding of the Company’s business, diversity, specific skills needed by the Board, and ability to devote
+time to Board 
+6 
+responsibilities. In considering the re-nomination of an incumbent director, the Nominating and Corporate Governance Committee reviews the director’s
+overall service to the Company during his or her term, including the number of meetings attended, level of participation and quality of performance, as well as any special skills or diversity that such director brings to the Board. All potential new
+director candidates, whether recommended by shareholders or identified by other means, are initially screened by the Chair of the Nominating and Corporate Governance Committee, who may seek additional information about the background and
+qualifications of the candidate, and who may determine that a candidate does not have qualifications that merit further consideration by the full committee. With respect to new director candidates who pass the initial screening, the Nominating and
+Corporate Governance Committee meets to discuss and consider each candidate’s qualifications and potential contributions to the Board, and determines by majority vote whether to recommend such candidates to the Board of Directors. The final
+decision to either elect a candidate to fill a vacancy between Annual Meetings or include a candidate on the slate of nominees proposed at an Annual Meeting is made by the Board of Directors. 
+Shareholder Communications with Directors 
+Shareholders desiring to communicate directly with the Board of Directors,
+with the non-management directors, or with any individual director, may do so in writing addressed to the intended recipient or recipients, c/o John F. Coburn III, Assistant Secretary, NIKE, Inc., One Bowerman Drive, Beaverton, Oregon 97005-6453.
+All such communications will be reviewed, compiled as necessary, and then forwarded to the designated recipient or recipients in a timely manner. 
+Code of Business Conduct and Ethics 
+The NIKE Code of Ethics (“Code”) is available at the Company’s internet website ( www.nikebiz.com ) and will be provided in print
+without charge to any shareholder who submits a request in writing to NIKE Investor Relations, One Bowerman Drive, Beaverton, Oregon 97005-6453. The Code applies to the Company’s chief executive officer and senior financial officers, and to all
+other Company directors, officers and employees. The Code provides that any waiver of the Code may be made only by the Board. Any such waiver in favor of a director or executive officer will be publicly disclosed. The Company plans to disclose
+amendments to, and waivers from, the Code on the Company’s internet website: www.nikebiz.com . 
+Director Compensation and Retirement Plan 
+Messrs. Knight and Clarke do not receive additional compensation for their services as directors. Directors are reimbursed for travel and other expenses incurred in attending Board meetings. Pursuant to elections made
+in fiscal 2000, Messrs. Donahue, Hayes, Jaqua, Robinson, and Thompson, and Dr. Conway 
+7 
+receive an annual fee of $22,000 per year, plus $2,000 for each Board meeting attended, $1,000 for each committee meeting attended, an annual grant of an
+option to purchase 4,000 shares of stock at the market price at grant, medical insurance, and $500,000 of life insurance coverage. Messrs. DeNunzio, Graf, Houser, and Ms. Jackson, and all directors first elected after fiscal 2000, receive a fee of
+$40,000 per year, plus $2,000 for each Board meeting attended, $1,000 for each committee meeting attended, and an annual grant of an option to purchase 4,000 shares of stock at the market price at grant. However, they receive no medical or life
+insurance benefits. In exchange for electing the new compensation method in fiscal 2000, Messrs. DeNunzio and Houser also receive an annual grant of an option to purchase 1,000 shares of stock at the market price on the date of grant. 
+From 1989 to 1999, the Company provided certain retirement benefits to
+non-employee directors who retired after serving for five years or more. The plan provided that after ten years of service by a director, the Company would provide such director for the remainder of his or her life with $500,000 of life insurance
+and medical insurance at the levels provided by the Company to all of its employees at the time the director retires. The plan also provided that a director who had served for at least five years would receive an annual retirement cash payment for
+life, commencing on the later of age 65 or the date the director retires or ceases to be a member of the Board. The annual retirement cash payment ranged from $9,000 for five years of service up to a maximum of $18,000 for 10 or more years of
+service. 
+In fiscal 2000, in an effort to reduce future
+retirement obligations, the Board of Directors approved a new retirement plan that allowed directors to make a one-time election to waive their future rights to annual retirement cash payments in exchange for a credit to a stock account under the
+Company’s Deferred Compensation Plan equal to the lump sum present value of the payments based on the actuarial life expectancy of each director. The number of shares of Class B Common Stock credited to each stock account was based on the
+market price of the stock on September 1, 1999. All directors at that time, except for Messrs. Donahue and Robinson, elected the new plan. The number of shares of Class B Common Stock credited to the stock accounts of each director was: Dr. Conway,
+4,165; Mr. DeNunzio, 3,852; Mr. Hayes, 4,217; Mr. Houser, 4,243; Mr. Jaqua, 2,610; and Mr. Thompson, 3,271. Any non-employee directors first elected after fiscal 2000 do not receive retirement benefits. 
+Directors first elected after the 1993 fiscal year must retire at age 72.
+8 
+Stock Holdings of Certain Owners and Management 
+The following table sets forth the number of shares of each class of NIKE securities beneficially owned, as of July 15,
+2004, by (i) each person known to the Company to be the beneficial owner of more than 5 percent of any class of the Company’s securities, (ii) each of the directors and nominees for director, (iii) each executive officer listed in the Summary
+Compensation Table (“Named Officers”), and (iv) all nominees, Named Officers, and other executive officers as a group. Because Class A Stock is convertible into Class B Stock on a share-for-share basis, each beneficial owner of Class A
+Stock is deemed by the Securities and Exchange Commission to be a beneficial owner of the same number of shares of Class B Stock. Therefore, in indicating a person’s beneficial ownership of shares of Class B Stock in the table, it has been
+assumed that such person has converted into Class B Stock all shares of Class A Stock of which such person is a beneficial owner. For these reasons the table contains substantial duplications in the numbers of shares and percentages of Class A and
+Class B Stock shown for Messrs. Hayes, Jaqua and Knight; for Cardinal Fund I, L.P.; and for all directors and officers as a group. 
+Title of 
+Class 
+Shares 
+Beneficially 
+Owned (1) 
+Percent of 
+Class (2) 
+Thomas E. Clarke 
+Portland, Oregon 
+Class B 
+223,276 
+(3) (4) (5) 
+0.1% 
+Jill K. Conway 
+Boston, Massachusetts 
+Class B 
+29,455 
+(6) 
+Ralph D. DeNunzio 
+Riverside, Connecticut 
+Class B 
+111,458 
+(3) (6) 
+Richard K. Donahue 
+Lowell, Massachusetts 
+Class B 
+115,202 
+Alan B. Graf, Jr. 
+Memphis, Tennessee 
+Class B 
+9,000 
+(3) 
+Delbert J. Hayes 
+Newberg, Oregon 
+Class A 
+Class B 
+390,000 
+597,342 
+(6) 
+0.5% 
+0.3% 
+Douglas G. Houser 
+Portland, Oregon 
+Class B 
+95,724 
+(3) (6) 
+Jeanne Jackson 
+Newport Coast, California 
+Class B 
+6,000 
+(3) 
+John E. Jaqua 
+Eugene, Oregon 
+Class A 
+Class B 
+389,263 
+570,564 
+(6) (7) 
+0.5% 
+0.3% 
+Philip H. Knight (8) 
+Beaverton, Oregon 
+Class A 
+Class B 
+71,655,047 
+71,662,541 
+(9) 
+(5) (9) 
+92.4% 
+27.8% 
+9 
+Title of 
+Class 
+Shares 
+Beneficially 
+Owned (1) 
+Percent of 
+Class (2) 
+Charles W. Robinson 
+Santa Fe, New Mexico 
+Class B 
+300,000 
+0.2% 
+John R. Thompson, Jr 
+Washington, D.C. 
+Class B 
+17,446 
+(3) (6) 
+Charles Denson (8) 
+Portland, Oregon 
+Class B 
+217,438 
+(3) (4) (5) (10) 
+0.1% 
+Mindy Grossman (8) 
+Beaverton, Oregon 
+Class B 
+80,709 
+(3) (5) (10) 
+Mark G. Parker (8) 
+Beaverton, Oregon 
+Class B 
+385,445 
+(3) (4) (5) (10) 
+0.2% 
+Gary M. DeStefano (8) 
+Beaverton, Oregon 
+Class B 
+173,421 
+(3) (4) (5) (10) 
+Sojitz Corporation of America 
+Portland, Oregon 
+Preferred (11) 
+300,000 
+100.0% 
+Cardinal Fund I, L.P. 
+Fort Worth, Texas 
+Class A 
+Class B 
+1,950,000 
+14,718,131 
+(12) 
+(12) 
+2.5% 
+7.8% 
+FMR Corp 
+Boston, Massachusetts 
+Class B 
+11,100,980 
+(13) 
+6.0% 
+Janus Capital Management LLC 
+Denver, Colorado 
+Class B 
+10,056,037 
+(13) 
+5.4% 
+Wellington Management Company LLP 
+Boston, Massachusetts 
+Class B 
+10,052,287 
+(13) 
+5.4% 
+All directors and executive officers as a group (24 persons) 
+Class A 
+Class B 
+72,434,310 
+75,327,330 
+(3) 
+93.4% 
+29.1% 
+(1) 
+A person is considered to beneficially own any shares: (a) over which the person exercises sole or shared voting or investment power, or (b) of which the person has the right to
+acquire beneficial ownership at any time within 60 days (such as through conversion of securities or exercise of stock options). Unless otherwise indicated, voting and investment power relating to the above shares is exercised solely by the
+beneficial owner or shared by the owner and the owner’s spouse or children. 
+(2) 
+Omitted if less than 0.1 percent. 
+(3) 
+These amounts include the right to acquire, pursuant to the exercise of stock options, within 60 days after July 15, 2004, the following numbers of shares: 215,000
+shares for Dr. Clarke, 4,000 shares for 
+10 
+Mr. DeNunzio, 5,000 for Mr. Graf, 4,000 shares for Mr. Houser, 6,000 shares for Ms. Jackson, 10,000 shares for Mr. Thompson, 177,500 shares for Mr. Denson,
+65,000 shares for Ms. Grossman, 330,000 shares for Mr. Parker, 138,000 shares for Mr. DeStefano and 1,565,250 shares for the executive officer and director group. 
+(4) 
+Includes shares held in accounts under the NIKE, Inc. 401(k) and Profit Sharing Plan for Dr. Clarke, Mr. Denson, Mr. Parker, and Mr. DeStefano in the amounts of 2,725, 4,397, 3,095,
+and 3,118 shares, respectively. 
+(5) 
+These amounts include 1,859, 1,859, 929, 929, 929, and 929 shares granted to Mr. Knight, Dr. Clarke, Mr. Denson, Ms. Grossman, Mr. Parker, and Mr. DeStefano respectively, under the
+NIKE, Inc. Long-Term Incentive Plan, as to which the restrictions expire August 15, 2004. 
+(6) 
+Includes shares credited to accounts under the NIKE, Inc. Deferred Compensation Plan in the following amounts: 4,387 for Dr. Conway; 4,058 for Mr. DeNunzio; 4,442 for Mr. Hayes;
+4,469 for Mr. Houser; 2,749 for Mr. Jaqua; and 3,446 for Mr. Thompson. 
+(7) 
+Does not include 473,281 shares owned by Mr. Jaqua’s spouse. Mr. Jaqua has disclaimed ownership of these shares. 
+(8) 
+Executive officer listed in the Summary Compensation Table. 
+(9) 
+Does not include: (a) 814,790 Class A shares held by a limited partnership in which a corporation owned by Mr. Knight’s spouse is a co-general partner, (b) 65,224 Class A
+shares owned by such corporation, (c) 1,000,000 Class B shares held by the Knight Foundation, a charitable foundation in which Mr. Knight and his spouse are directors, (d) 1,950,000 Class A shares held by Oak Hill Strategic Partners, L.P., a limited
+partnership in which a company owned by Mr. Knight is a limited partner, and (e) 12,768,131 Class B shares held by Cardinal Fund I, L.P., a limited partnership in which Mr. Knight is a limited partner. Mr. Knight has disclaimed ownership of all such
+shares. 
+(10) 
+These amounts include 15,314, 14,357, 15,314, and 11,485 restricted shares granted on July 18, 2003 to Mr. Denson, Ms. Grossman, Mr. Parker, and Mr. DeStefano respectively, under
+the NIKE, Inc. Stock Incentive Plan. The restrictions lapse with respect to one third of the shares on each of the first three anniversaries of the grant date, with the exception of Mr. DeStefano’s grant which will vest 100% on the third
+anniversary of the date, unless employment terminates before that date, in which case any remaining restricted shares are forfeited. 
+(11) 
+Preferred Stock does not have general voting rights except as provided by law, and under certain circumstances as provided in the Company’s Restated Articles of Incorporation,
+as amended. 
+(12) 
+Includes 1,950,000 shares of Class A Common Stock held by Oak Hill Strategic Partners, L.P., which is under common control with Cardinal Fund I, L.P. 
+(13) 
+Information provided as of December 31, 2003 in Schedule 13G filed by the shareholder. 
+11 
+Section 16(a) Beneficial Ownership Reporting Compliance 
+Section 16(a) of the Securities Exchange Act of 1934 requires the
+Company’s directors and executive officers, and persons who own more than 10 percent of a registered class of the Company’s equity securities, to file with the Securities and Exchange Commission (the “SEC”) and the New York Stock
+Exchange initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Officers, directors and greater than 10 percent shareholders are required by the regulations of the SEC to furnish
+the Company with copies of all Section 16(a) forms they file. To the Company’s knowledge, based solely on review of the copies of such reports furnished to the Company and written representations that no other reports were required, during the
+fiscal year ended May 31, 2004 all Section 16(a) filing requirements applicable to its officers, directors and greater than 10 percent beneficial owners were complied with, except that a report covering one transaction was filed one day late by Mr.
+Hayes, a report covering one transaction was filed five days late by Mr. Parker, a report covering one transaction was filed five days late by Mr. Sprunk, a report covering one transaction was filed five days late by Dr. Clarke, and a report
+covering one transaction was filed twelve days late by Mr. Edwards. Each resulted from broker clerical errors regarding notification of the Company. 
+12 
+EXECUTIVE COMPENSATION 
+The following table discloses compensation awarded to, earned by, or paid to the Company’s Chief Executive Officer and
+its next four most highly compensated executive officers for all services rendered by them in all capacities to the Company and its subsidiaries during the fiscal year ended May 31, 2004 and the two preceding fiscal years. 
+Summary Compensation Table 
+Annual Compensation 
+Restricted 
+Stock 
+Awards ($) 
+Long-term 
+Compensation 
+Name and 
+Principal Position 
+Year 
+Salary ($) 
+Bonus ($) 
+Other Annual 
+Compensation ($) 
+Stock 
+Options 
+(#) 
+LTIP 
+Payouts ($) 
+All Other 
+Compensation 
+($) (1) 
+Philip H. Knight 
+Chairman, Chief 
+Executive 
+Officer and 
+President 
+2004 
+2003 
+2002 
+1,392,308 
+1,350,000 
+1,350,321 
+2,278,282 
+1,121,840 
+1,377,327 
+— 
+— 
+— 
+— 
+— 
+— 
+— 
+— 
+— 
+456,000 
+320,000 
+0 
+99,053 
+87,195 
+572,856 
+Mark G. Parker 
+President 
+NIKE Brand 
+2004 
+2003 
+2002 
+992,308 
+942,308 
+897,436 
+1,270,759 
+817,154 
+595,000 
+— 
+— 
+— 
+800,000 
+— 
+— 
+(3) 
+70,000 
+70,000 
+60,000 
+228,000 
+160,000 
+0 
+81,226 
+59,079 
+50,284 
+(2) 
+Charles Denson 
+President 
+NIKE Brand 
+2004 
+2003 
+2002 
+934,615 
+834,615 
+713,141 
+1,196,878 
+740,907 
+472,812 
+— 
+— 
+108,502 
+800,000 
+— 
+— 
+(3) 
+70,000 
+70,000 
+60,000 
+228,000 
+160,000 
+0 
+72,050 
+46,933 
+35,702 
+Mindy Grossman 
+Vice President 
+Apparel 
+2004 
+2003 
+2002 
+792,308 
+734,615 
+645,833 
+845,531 
+485,434 
+395,250 
+— 
+— 
+— 
+750,000 
+— 
+— 
+(3) 
+50,000 
+40,000 
+30,000 
+228,000 
+160,000 
+0 
+50,341 
+96,719 
+199,137 
+Gary M. DeStefano 
+President 
+USA Operations 
+2004 
+2003 
+2002 
+742,308 
+684,615 
+603,846 
+769,361 
+420,080 
+369,554 
+(4) 
+— 
+— 
+— 
+600,000 
+— 
+— 
+(3) 
+44,000 
+44,000 
+40,000 
+228,000 
+160,000 
+0 
+53,796 
+41,704 
+34,271 
+(1) 
+Includes contributions by the Company to the NIKE, Inc. 401(k) and Profit Sharing Plan for the fiscal year ended May 31, 2004 in the amount of $7,880 each for Mr. Knight and Ms.
+Grossman, $13,580 for Mr. Denson, and $15,880 each for Mr. Parker and Mr. DeStefano. Also includes contributions by the Company to the Deferred Compensation Plan for Mr. Knight, Mr. Parker, Mr. Denson, Ms. Grossman, and Mr. DeStefano of
+$91,173, $63,410, $58,470, $42,461, and $37,916, respectively. 
+(2) 
+Includes above-market interest on deferred compensation for Mr. Parker in the amount of $1,936 for the 2004 fiscal year. 
+(3) 
+Represents the value of restricted shares granted based on the closing market price of the Class B Stock on the grant date. On July 18, 2003, restricted stock grants were made to
+Mr. Parker and Mr. Denson for 15,314 shares, Ms. Grossman for 14,357 shares, and Mr. DeStefano for 11,485 shares. The restrictions lapse with respect to one third of the shares on each of the first three anniversaries of the grant date, with
+the exception of Mr. DeStefano’s grant which will vest 100% on the third anniversary of the grant date, unless employment terminates before that date, in which case any remaining restricted shares are forfeited. Dividends on restricted shares
+are paid currently to the holders. On May 31, 2004 the number of remaining restricted shares and the dollar value of those shares based on the fair market value of $71.15 per share on that date was 15,314 shares with a value of $1,089,591 for Mr.
+Parker and Mr. Denson, 14,357 shares with a value of $1,021,501 for Ms. Grossman, and 11,485 shares with a value of $817,158 for Mr. DeStefano. 
+(4) 
+Includes $30,000 bonus outside the Executive Performance Sharing Plan. 
+13 
+Option Grants in the Fiscal Year Ended May 31, 2004 
+Name 
+Options Granted 
+(#) (1) 
+% of Total 
+Options Granted 
+to Employees 
+in Fiscal Year 
+Exercise or 
+Base Price 
+($/share) (2) 
+Expiration 
+Date 
+Potential Realizable Value 
+at Assumed Annual Rates of 
+Stock Price Appreciation for 
+Option Term (3) 
+5% ($) 
+10% ($) 
+Philip H. Knight 
+— 
+— 
+— 
+— 
+— 
+— 
+Mark G. Parker 
+70,000 
+1.4 
+$ 
+52.24 
+7/17/13 
+$ 
+2,299,742 
+$ 
+5,827,997 
+Charles Denson 
+70,000 
+1.4 
+$ 
+52.24 
+7/17/13 
+$ 
+2,299,742 
+$ 
+5,827,997 
+Mindy Grossman 
+50,000 
+1.0 
+$ 
+52.24 
+7/17/13 
+$ 
+1,642,673 
+$ 
+4,162,855 
+Gary DeStefano 
+44,000 
+0.9 
+$ 
+52.24 
+7/17/13 
+$ 
+1,445,552 
+$ 
+3,663,313 
+(1) 
+The options shown in the table with the expiration date of July 17, 2013 become exercisable with respect to 25% of the total number of shares on each of July 18, 2004, 2005, 2006,
+and 2007. All options for all individuals will become fully exercisable generally upon the approval by the Company’s shareholders of a merger, plan of exchange, sale of substantially all of the Company’s assets or plan of liquidation.
+(2) 
+The exercise price is the market price of Class B Stock on the date the options were granted. 
+(3) 
+Assumed annual appreciation rates are set by the SEC and are not a forecast of future appreciation. The actual realized value depends on the market value of the Class B Stock on the
+exercise date, and no gain to the optionees is possible without an increase in the price of the Class B Stock. All assumed values are before taxes and do not include dividends. 
+Aggregated Option Exercises in the Fiscal Year 
+Ended May 31, 2004 and Fiscal Year-End Option Values 
+Name 
+Shares 
+Acquired on 
+Exercise (#) 
+Value 
+Realized ($) 
+Number of Unexercised 
+Options at 
+Fiscal Year-End (#) 
+Value of Unexercised 
+In-the-Money Options 
+at Fiscal Year-End ($) (1) 
+Exercisable 
+Unexercisable 
+Exercisable 
+Unexercisable 
+Philip H. Knight 
+0 
+0 
+0 
+0 
+0 
+0 
+Mark G. Parker 
+80,000 
+$ 
+3,641,862 
+280,000 
+152,500 
+$ 
+6,551,863 
+$ 
+3,351,325 
+Charles Denson 
+32,000 
+$ 
+1,434,534 
+127,500 
+152,500 
+$ 
+3,311,800 
+$ 
+3,351,325 
+Mindy Grossman 
+90,000 
+$ 
+2,752,246 
+35,000 
+95,000 
+$ 
+966,300 
+$ 
+2,042,450 
+Gary DeStefano 
+0 
+0 
+106,000 
+97,000 
+$ 
+2,505,295 
+$ 
+2,139,450 
+(1) 
+Based on a fair market value as of May 31, 2004 of $71.15 per share. Values are stated on a pre-tax basis. 
+14 
+Long-Term Incentive Plans Awards in Fiscal Year Ended May 31, 2004 
+Name 
+Performance 
+or Other Period 
+Until Maturation 
+or Payout (1) 
+Threshold ($) 
+Target ($) 
+Maximum ($) 
+Philip H. Knight 
+Fiscal Years 2004 to 2006 
+40,000 
+400,000 
+600,000 
+Mark G. Parker 
+Fiscal Years 2004 to 2006 
+20,000 
+200,000 
+300,000 
+Charles Denson 
+Fiscal Years 2004 to 2006 
+20,000 
+200,000 
+300,000 
+Mindy Grossman 
+Fiscal Years 2004 to 2006 
+20,000 
+200,000 
+300,000 
+Gary DeStefano 
+Fiscal Years 2004 to 2006 
+20,000 
+200,000 
+300,000 
+(1) 
+In June 2003, the Compensation Committee established a series of performance targets based on fiscal 2004 through 2006 revenues and earnings per share corresponding to award payouts
+ranging from 10% to 150% of the target awards. Participants will receive a payout at the average of the percentage levels corresponding to the results for the two targets, subject to the Committee’s discretion to reduce or eliminate any award
+based on Company or individual performance. Under the terms of the awards, on August 15, 2006 the Company would issue in the name of each participant a number of shares of Class B Stock with a value equal to the award payout based on the closing
+price of the Class B Stock on that date on the New York Stock Exchange, or pay all or part of that value in cash, at the election of the participant. The shares or cash will be 100% vested at that time. The Company’s performance in fiscal years
+2002 to 2004 corresponded to an LTIP payout of 114% of the target awards for the performance period that ended on May 31, 2004. 
+15 
+Equity Compensation Plans 
+The following table summarizes equity compensation plans approved by shareholders and equity compensation plans that were
+not approved by the shareholders as of May 31, 2004: 
+Plan category 
+(a) 
+Number of Securities to 
+be Issued Upon 
+Exercise of Outstanding 
+Options, Warrants
+and 
+Rights 
+(b) 
+Weighted-Average 
+Exercise Price of 
+Outstanding Options, 
+Warrants and
+Rights 
+(c) 
+Number of Securities 
+Remaining Available for 
+Future Issuance Under 
+Equity Compensation 
+Plans
+(Excluding 
+Securities Reflected in 
+Column (a)) 
+Equity compensation plans approved by shareholders (1) 
+18,641,379 
+$ 
+47.39 
+17,112,719 
+Equity compensation plans not approved by shareholders (2) 
+170,000 
+50.43 
+953,318 
+Total 
+18,811,379 
+$ 
+47.42 
+18,066,037 
+(1) 
+Includes 18,641,379 options outstanding subject to the 1990 Stock Incentive Plan. Includes 13,805,154 shares available for future issuance under the 1990 Stock Incentive Plan,
+905,626 shares available for future issuance under the Long-Term Incentive Plan, and 2,401,939 shares available for future issuance under the Employee Stock Purchase Plan. 
+(2) 
+The Company has granted to a few consultants and directors nonqualified options to purchase NIKE Class B Stock. The options have terms ranging from 8 to 10 years, expiring at
+various times from 2006 to 2009, with exercise prices ranging from $45.00 to $55.81. All of the options are exercisable. Includes 953,318 shares available for future issuance under the Foreign Subsidiary Employee Stock Purchase Plan, pursuant to
+which shares are offered and sold to employees of selected non-U.S. subsidiaries of the Company on substantially the same terms as those offered to U.S. employees under the shareholder-approved Employee Stock Purchase Plan. 
+16 
+Notwithstanding anything to the contrary set forth in any of the Company’s filings under the
+Securities Act of 1933 or the Securities Exchange Act of 1934, the following Performance Graph and the Report of the Compensation Committee below shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed
+under such acts. 
+Performance Graph 
+The following graph demonstrates a five-year comparison of cumulative total
+returns for NIKE’s Class B Stock, the Standard & Poor’s 500 Stock Index, the Standard & Poor’s Footwear Index, and the Standard & Poor’s Apparel, Accessories & Luxury Goods Index. The graph assumes an investment
+of $100 on May 31, 1999 in each of the Company’s Common Stock, and the stocks comprising the Standard & Poor’s 500 Stock Index, the Standard & Poor’s Footwear Index, and the Standard & Poor’s Apparel, Accessories
+& Luxury Goods Index. Each of the indices assumes that all dividends were reinvested. 
+COMPARISON OF 5-YEAR CUMULATIVE TOTAL RETURN AMONG NIKE, INC., S&P 500 INDEX, 
+S&P
+FOOTWEAR INDEX AND S&P APPAREL, ACCESSORIES & LUXURY GOODS INDEX 
+17 
+The Standard & Poor’s Footwear Index consists of NIKE and Reebok International. The Standard
+& Poor’s Apparel, Accessories & Luxury Goods Index consists of Liz Claiborne, Inc., VF Corp., and Jones Apparel. The Standard & Poor’s Footwear and Apparel, Accessories, and Luxury Goods Indices include companies in two major
+lines of business in which the Company competes. The indices do not encompass all of the Company’s competitors, nor all product categories and lines of business in which the Company is engaged. Because NIKE is part of the S&P Footwear
+Index, the price and returns of NIKE stock affect this index. 
+The Stock Performance shown on the Graph above is not necessarily indicative of future performance. The Company will not make nor endorse any predictions as to future stock performance. 
+18 
+REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD 
+OF DIRECTORS ON EXECUTIVE COMPENSATION 
+The Compensation Committee of the Board of Directors (the “Committee”) determines the compensation of the Chief Executive Officer and, subject
+to the approval of the Board of Directors, the compensation of the Company’s other four most highly compensated executive officers, and oversees the administration of executive compensation programs. 
+Executive Compensation Policies and
+Programs. The Company’s executive compensation programs are designed to attract and retain highly qualified executives and to motivate them to maximize shareholder returns by achieving both short- and long-term
+strategic Company goals. The programs link each executive’s compensation directly to individual and Company performance. A significant portion of each executive’s total compensation is variable and dependent upon the attainment of
+strategic and financial goals, individual performance objectives, and the appreciation in value of the Common Stock. 
+There are three basic components to the Company’s “pay for performance” system: base pay; annual incentive bonus; and long-term incentive
+compensation. Each component is addressed in the context of individual and Company performance, competitive conditions and equity among employees. In determining competitive compensation levels, the Company analyzes information from several
+independent surveys that include information regarding the general industry as well as other consumer product companies. Since the Company’s market for executive talent extends beyond the sports industry, the survey data includes global
+name-brand consumer product companies with sales in excess of $2 billion. A comparison of the Company’s financial performance with that of the companies and indices shown in the Performance Graph is only one of many factors considered by the
+Committee to determine executive compensation. 
+Base
+Pay. Base pay is designed to be competitive (generally in the second or third quartile) as compared to salary levels for equivalent executive positions at other global consumer product companies. An executive’s actual
+salary within this competitive framework will vary based on responsibilities, experience, leadership, potential future contribution, and demonstrated individual performance (measured against strategic management objectives such as maintaining
+customer satisfaction, developing innovative products, strengthening market share and profitability, and expanding the markets for the Company’s products). The types and relative importance of specific financial and other business objectives
+vary among the Company’s executives depending on their positions and the particular operations or functions for which they are responsible. The Company’s philosophy and practice is to place a relatively greater emphasis on the incentive
+components of compensation. 
+Annual Incentive
+Bonus. Each executive is eligible to receive an annual cash bonus under the Executive Performance Sharing Plan. The “target” level for that bonus, like the base salary level, is set with reference to Company-wide
+bonus programs, as well as competitive conditions. These target levels are 
+19 
+intended to motivate the Company’s executives by providing substantial bonus payments for the achievement of financial goals within the Company’s
+business plan. An executive receives a percentage of his or her target bonus depending on the extent to which the Company achieves financial performance goals set by the Committee, as measured by the Company’s net income before taxes. Bonuses
+may exceed the target if the Company’s performance exceeds the goal. 
+Long-Term Incentive Compensation. The long-term compensation program is tied directly to shareholder return. Under the current program, long-term incentive compensation consists of stock
+options, 25% of which vest in each of the four years after grant, and performance-based stock or cash awards under the Long-Term Incentive Plan (“LTIP”). 
+Stock options are awarded with an exercise price equal to the fair market value of the Class B Stock on the date of grant.
+Accordingly, the executive is rewarded only if the market price of the Class B Stock appreciates. Since options vest over time, the Company periodically grants new options to provide continuing incentives for future performance. The size of previous
+grants and the number of options held are considered by the Committee, but are not entirely determinative of future grants. Like base pay, the grant is set with regard to competitive considerations, and each executive’s actual grant is based
+upon individual performance measured against the criteria described in the preceding paragraphs and the executive’s potential for future contributions. In limited instances, executives may receive restricted stock awards, which vest one-third
+per year over three years. In July 2003, the Committee approved a one-time grant of restricted stock awards to executive officers to address deficiencies in the incentive components of compensation when compared to other consumer product companies.
+These awards vest one-third per year over three years. 
+Under
+the LTIP, the Committee has established a series of performance targets corresponding to awards of stock or cash ranging from 10% to 150% of the target awards. The performance targets have been based on revenues and earnings per share for
+performance periods of three years, in order to provide an incentive to achieve the Company’s longer-term performance goals. If performance targets are achieved, shares of stock or cash issued to executives are fully vested upon payment.
+Stock options and performance-based stock and cash awards
+under the LTIP are designed to align the interests of the Company’s executives with those of shareholders by encouraging executives to enhance the value of the Company and, hence, the price of the Class B Stock and the shareholders’
+return. In addition, through deferred vesting and three-year performance periods, this component of the compensation system is designed to create an incentive for the individual executive to remain with the Company. 
+Other Plans. The Company maintains combined
+profit sharing and 401(k) retirement plans, a non-qualified Deferred Compensation Plan, and Employee Stock Purchase Plans. Under the profit sharing retirement plan, the Company annually contributes to a trust on behalf of employees, including
+executive officers, an amount that in the past five fiscal years has equaled an annual contribution of between 3.20% to 4.09% of each employee’s earnings. The percentage is determined by the Board of Directors. 
+20 
+For fiscal 2004, under the terms of the profit sharing plan, each employee, including each executive
+officer, received a contribution to his or her plan account of 3.94% of the employee’s total eligible salary and bonus up to $200,000. Under the terms of the Deferred Compensation Plan, employees, including executive officers, whose total
+eligible salary and bonus exceeds $200,000 receive a supplemental profit sharing contribution into a nonqualified deferred compensation account in an amount equal to the additional contribution they would have received under the profit sharing plan
+if not for the $200,000 cap on salary and bonus considered for purposes of that plan as required under IRS regulations. Accordingly, those employees each received supplemental contributions equal to 3.94% of their eligible salary and bonus in excess
+of $200,000. These profit sharing plans serve to retain employees and executives, since funds do not fully vest until after five years of employment with the Company. 
+Under the 401(k) retirement plan, the Company contributes up to 4% of each employee’s earnings as a matching
+contribution for pre-tax salary deferred into the plan. This matching contribution is initially invested in Class B Stock, which strengthens the linkage between employee and shareholder interests. 
+The Company’s Employee Stock Purchase Plan (“ESPP”) qualifies
+under Section 423 of the Internal Revenue Code. The ESPP allows employees to defer up to 10% of their annual compensation for purchases of Class B Stock, subject to certain limitations. The stock is purchased every six months at 85% of the lower of
+the price of the stock at the beginning or end of the six-month period. Pursuant to the Foreign Subsidiary Employee Stock Purchase Plan, the Company offers and sells Class B Stock on substantially identical terms to employees of selected non-U.S.
+subsidiaries. These plans are intended to encourage employee investment in the Company and to provide an incentive for employees to increase shareholder returns. 
+Annual Reviews. Each year, the Committee reviews the executive compensation policies with
+respect to the linkage between executive compensation and the creation of shareholder value, as well as the competitiveness of the programs. The Committee determines what changes, if any, are appropriate in the compensation programs for the
+following year. In conducting the annual review, the Committee considers information provided by Human Resources staff and uses surveys and reports prepared by independent compensation consultants. 
+Each year, the Committee, with the Chairman and Human Resources staff,
+reviews the individual performance of each of the other four most highly compensated executive officers, and the Chairman’s recommendations with respect to the appropriate compensation levels and awards. The Committee sets performance and bonus
+targets, and certifies awards, under the Executive Performance Sharing Plan and the LTIP, makes stock option grants and restricted stock awards, determines the compensation of the Chief Executive Officer, and makes recommendations to the Board of
+Directors for final approval of all other compensation matters. The Committee also reviews with the Chairman and the Human Resources staff the financial and other strategic objectives, such as those identified above, for each of the named executive
+officers for the following year. 
+21 
+For fiscal year 2004, the Company met targeted performance objectives set for named executive officers
+sufficient for a payout under the Executive Performance Sharing Plan. This resulted from increased profitability due to aligning costs with revenues, and sales increases in key product categories and markets, more than offsetting reductions in
+others. Furthermore, the Company’s competitive position in the industry remained strong. The Company’s financial performance corresponded to bonuses of 142% of the individual target bonuses under the Executive Performance Sharing Plan, and
+114% of the individual target payouts under the three-year LTIP. 
+Chief Executive Officer. In reviewing Mr. Knight’s performance, the Committee focused primarily on the Company’s performance in fiscal year 2004, which resulted in strong revenue and earnings growth.
+The Committee noted continued progress toward the achievement of various strategic objectives such as operational and supply chain efficiencies, growth in key product categories and regions, and revenue growth. The Committee also considered the
+other factors described above. Consistent with the plans, Mr. Knight received a bonus of $1,392,308 under the Executive Performance Sharing Plan, $456,000 under the LTIP, and no stock option awards. The Committee did not change Mr.
+Knight’s base salary for the 2005 fiscal year. 
+Section
+162(m) of the Internal Revenue Code. In 2000 shareholders re-approved the Executive Performance Sharing Plan, in 2002 they re-approved the LTIP, and in 2003 they re-approved the stock incentive plan. The plans are each
+designed to satisfy the performance-based exception to the Section 162(m) limitation on deductibility with respect to incentive compensation for named executive officers, except that restricted stock bonuses do not qualify as performance based.
+Members of the Compensation Committee:
+Ralph D. DeNunzio, Chairman 
+Jeanne P. Jackson 
+John E. Jaqua 
+John R. Thompson, Jr. 
+Compensation Committee Interlocks and Insider Participation 
+The members of the Compensation Committee of the Board of Directors during the fiscal year ended May 31, 2004 are listed
+above. The Committee is composed solely of independent, non-employee directors. 
+22 
+Employment Contracts and Termination of Employment and Change-in-Control Arrangements 
+An agreement between the Company and President of the NIKE Brand Mark G.
+Parker contains a covenant not to compete that extends for one year following the termination of his employment with the Company. The agreement provides that if Mr. Parker voluntarily resigns, the Company will make monthly payments to him during the
+one-year noncompetition period in an amount equal to the greater of (i) $20,833 or (ii) one-twenty-fourth of the total salary and bonuses received by Mr. Parker during the 12-month period immediately preceding his resignation. The agreement
+provides further that if Mr. Parker’s employment is terminated by the Company, the Company will make monthly payments to him during the one-year noncompetition period in an amount equal to the greater of (i) $41,667 or
+(ii) one-twelfth of the total salary and bonuses received by Mr. Parker during the 12-month period immediately preceding his termination. If Mr. Parker is terminated without cause, the parties may mutually agree to waive the covenant not to
+compete, and if Mr. Parker is terminated for cause, the Company may unilaterally waive the covenant. If the covenant is waived, the Company will not be required to make the payments described above for the months as to which the waiver applies.
+The Company has a similar agreement with President of NIKE
+Brand, Mr. Charles D. Denson, that extends for one year following the termination of his employment with the Company. The agreement provides that if his employment is terminated by the Company, the Company will make monthly payments to him during
+the one-year noncompetition period in an amount equal to the sum of Mr. Denson’s last salary plus 1/12 th of his
+annual cash bonus (calculated at 100% of his targeted rate). The agreement provides further that if he voluntarily resigns, the Company will make monthly payments to him during the one-year noncompetition period in an amount equal to the sum of
+one-half of his last salary plus 1/24 th of his annual cash bonus (calculated at 100% of his targeted rate). If Mr.
+Denson is terminated without cause, the parties may mutually agree to waive the covenant not to compete, and if Mr. Denson is terminated for cause, the Company may unilaterally waive the covenant. If the covenant is waived, the Company will not be
+required to make the payments described above for the months as to which the waiver applies. 
+The Company has an employment agreement and a covenant not to compete with Vice President Mindy Grossman that was renewed for a three-year term as of September 28, 2003. Under the new agreement, her base salary will
+be $800,000 per year, subject to annual increases based on performance. The Company will pay certain travel expenses for her and her family between New York City and Beaverton, Oregon, her target bonus under the Executive Performance Sharing Plan
+for fiscal 2004 and thereafter was set at 75 percent of her annual salary, and her target award level under the Long-Term Incentive Plan for all awards made in or after fiscal 2004 was set at $400,000. Ms. Grossman received a grant of 14,357 shares
+of restricted stock as of July 18, 2003 with a value of $750,000 based on the closing market price on the prior day, which will vest with respect to one-third of the shares on the first three anniversaries of the date of grant. During the term of
+her contract, she is to be granted an option to purchase at least 50,000 shares of Class B Stock each year, which will generally vest with respect to 25% 
+23 
+of each option on the first four anniversaries of the date of grant. To align the timing of her grants with the timing of the grants made to other executive
+officers of the Company, her restricted stock award and 50,000 share option was granted on July 18, 2003 rather than September 28, 2003. If Ms. Grossman’s employment is terminated (i) without cause, (ii) by her for good reason, or (iii) due to
+disability, she will receive severance payments equal to one times her final annual salary and 60% of the salary earned year-to-date in the fiscal year of termination, and her initial option and restricted stock grants will be fully vested. In
+addition, if Ms. Grossman’s employment with the Company is terminated, the Company will make monthly payments to her during a one-year period of a covenant not to compete in an amount equal to her last monthly salary. The Company may
+unilaterally waive the covenant not to compete. If the covenant is waived, the Company will not be required to make the payments described above for the months as to which the waiver applies. 
+Certain Transactions and Business Relationships 
+Mr. Knight makes his airplane available for business use by the Company for
+no charge. NIKE operates and maintains the aircraft. During fiscal 2004, Mr. Knight reimbursed the Company $391,176 for NIKE’s operating costs related to his personal use of this aircraft. 
+24 
+PROPOSAL 2 
+RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 
+The Audit Committee of the Board of Directors has appointed
+PricewaterhouseCoopers LLP as independent registered public accounting firm to examine the Company’s consolidated financial statements for the fiscal year ending May 31, 2005 and to render other professional services as required. 
+The Audit Committee is submitting the appointment of PricewaterhouseCoopers
+LLP to shareholders for ratification. 
+Representatives of
+PricewaterhouseCoopers will be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so, and are expected to be available to respond to questions. 
+Aggregate fees billed by the Company’s independent registered public
+accounting firm, PricewaterhouseCoopers LLP, for audit services related to the most recent two fiscal years, and for other professional services billed in the most recent two fiscal years, were as follows: 
+Type of Service 
+2004 
+2003 
+Audit Fees (1) 
+$ 
+3.1 million 
+$ 
+2.4 million 
+Audit-Related Fees (2) 
+$ 
+0.2 million 
+$ 
+0.4 million 
+Tax Fees (3) 
+$ 
+1.8 million 
+$ 
+2.6 million 
+Financial Information System Design and Implementation Fees (4) 
+— 
+$ 
+2.8 million 
+Miscellaneous Service Fees (5) 
+$ 
+0.7 million 
+$ 
+1.0 million 
+All Other Fees 
+$ 
+0.7 million 
+$ 
+3.8 million 
+Total 
+$ 
+5.8 million 
+$ 
+9.2 million 
+(1) 
+Comprised of the audit of the Company’s annual financial statements and reviews of the Company’s quarterly financial statements, as well as statutory audits of Company
+subsidiaries, attest services, comfort letters and consents to SEC filings. 
+(2) 
+Comprised of employee benefit plan audits, acquisition due diligence, and consultations regarding financial accounting and reporting. 
+(3) 
+Comprised of services for tax compliance, tax planning, and tax advice. Tax compliance includes services related to the preparation or review of original and amended tax returns for
+the Company and its consolidated subsidiaries and represents $1.2 million and $1.6 million of the tax fees for fiscal 2004 and 2003, respectively. The remaining tax fees primarily include tax advice. Included in the fiscal 2003 tax fees are
+contingent fees of $0.2 million arising from services commenced in fiscal 2002 and completed in fiscal 2003. Services for contingent fees are no longer performed by PricewaterhouseCoopers. 
+25 
+(4) 
+Beginning in late 1998, NIKE commenced a multi-year project to replace and upgrade its supply chain systems, including design, production, sales, distribution and finance.
+PricewaterhouseCoopers LLP was chosen through a competitive bidding process as one of several major contractors to work on a portion of that project. In October 2002, the Business Consulting Services unit of International Business Machines
+Corporation acquired the consulting division of PricewaterhouseCoopers working on the supply chain project. Accordingly, such services are no longer performed by PricewaterhouseCoopers. 
+(5) 
+Comprised of services for the preparation of tax returns for expatriate employees, labor and corporate responsibility audits, computer system access security (completed by May 6,
+2004 in accordance with transition rules), and other miscellaneous services. 
+In accordance with the Sarbanes-Oxley Act of 2002, the Audit Committee established policies and procedures under which all audit and non-audit services performed by the Company’s independent registered public
+accounting firm must be approved in advance by the Audit Committee. During fiscal 2004, fees totaling $39,100, or 0.7% of total fees, were paid to PricewaterhouseCoopers for several small engagements in foreign locations that were not pre-approved,
+but were approved by the Audit Committee promptly after their inadvertent omission from pre-approval was noticed. 
+26 
+Notwithstanding anything to the contrary set forth in any of the Company’s filings under the
+Securities Act of 1933 or the Securities Exchange Act of 1934, the following Report of the Audit Committee shall not be incorporated by reference into any such filings and shall not otherwise be deemed filed under such acts. 
+REPORT OF THE AUDIT COMMITTEE 
+The Audit Committee has: 
+• 
+Reviewed and discussed the audited financial statements with management. 
+• 
+Discussed with the independent auditors the matters required to be discussed by SAS 61. 
+• 
+Received the written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1, and has discussed with the independent
+accountant the independent accountant’s independence. 
+• 
+Based on the review and discussions above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K
+for the last fiscal year for filing with the Securities and Exchange Commission. 
+Members of the Audit Committee: 
+Alan B. Graf, Jr., Chairman 
+Jeanne P. Jackson 
+Charles W. Robinson 
+OTHER
+MATTERS 
+As of the time this proxy statement was printed,
+management was unaware of any proposals to be presented for consideration at the Annual Meeting other than those set forth herein, but if other matters do properly come before the Annual Meeting, the persons named in the proxy will vote the shares
+represented by such proxy according to their best judgment. 
+27 
+SHAREHOLDER PROPOSALS 
+A proposal by a shareholder for inclusion in the Company’s proxy statement and form of proxy for the 2005 annual
+meeting of shareholders must be received by John F. Coburn III, Assistant Secretary of NIKE, at One Bowerman Drive, Beaverton, Oregon 97005-6453, on or before April 11, 2005 in order to be eligible for inclusion. Rules under the Securities Exchange
+Act of 1934 describe standards as to the submission of shareholder proposals. In addition, the Company’s bylaws require that any shareholder wishing to make a nomination for Director, or wishing to introduce a proposal or other business at a
+shareholder meeting must give the Company at least 60 days’ advance written notice, and that notice must meet certain requirements described in the bylaws. 
+For the Board of Directors 
+LINDSAY D. STEWART 
+S ECRETARY 
+28 
+EXHIBIT A 
+NIKE, Inc. 
+Charter of the Audit
+Committee 
+Purpose 
+The purpose of the Audit Committee (the “Committee”) of the Board
+of Directors (the “Board”) of NIKE, Inc. (the “Company”) is to provide assistance to the Board in fulfilling its legal and fiduciary obligations with respect to matters involving the accounting, auditing, financial reporting, and
+internal controls of the Company. The Committee’s purpose includes assisting the Board’s oversight of: 
+• 
+The integrity of the Company’s financial statements; 
+• 
+The Company’s compliance with legal and regulatory requirements; 
+• 
+The independent auditor’s qualifications and independence; and 
+• 
+The performance of the Company’s internal audit function and independent auditor. 
+The Committee’s purpose also includes preparing the report of the Committee that the Securities and Exchange Commission
+(“SEC”) rules require to be included in the Company’s annual proxy statement. 
+Membership 
+The Audit Committee shall consist of at least three directors as determined by the Board. The Committee members shall meet the independence, financial
+literacy, and other requirements of the NYSE and all other applicable rules, regulations, and statutes. At least one of the members must be a financial expert as defined by applicable rules, regulations, and statutes. The chair of the Committee
+shall be designated by the Board and shall have accounting or related financial management expertise. A member of the Committee may not simultaneously serve on the audit committee of more than three public companies unless such service is approved
+by the Board upon its determination, based on the recommendation of the Nominating and Corporate Governance Committee, that the simultaneous service would not impair the ability of the member to effectively serve on the Company’s Audit
+Committee. A member of the Committee may not, other than in his or her capacity as a member of the Audit Committee, the Board, or any other Board committee, accept any consulting, advisory, or other compensatory fee from the Company, or be an
+affiliated person of the Company or a subsidiary thereof. The chair and the members of the Committee shall be appointed by the Board of Directors approximately annually. 
+Meetings 
+The Committee shall meet with such frequency and at such intervals as it determines is necessary to carry out its duties and responsibilities. The
+Committee may permit attendance at meetings by management 
+A-1 
+and such ex officio members as the Committee may determine appropriate or advisable from time to time. The Committee shall report regularly to the
+Board on matters within the Committee’s responsibilities, and shall maintain minutes of Committee meetings. 
+Duties and Responsibilities 
+Committee will have the following duties and responsibilities: 
+1. The sole authority to retain, with shareholder ratification, and terminate the Company’s independent auditor, to approve all audit engagement
+fees, compensation and terms, and to directly oversee the work of the independent auditor with respect to the annual audit of the Company. 
+2. To instruct the Company’s independent auditor that it is to report directly to the Committee. 
+3. The sole authority to approve in advance all audit and legally permitted
+non-audit services to be provided by any independent public accountants; provided, however, that advance approval of non-audit services shall not be required if: 
+a. the aggregate amount of fees for all such non-audit services provided to the Company constitutes not more
+than five percent of the total amount of revenues paid by the Company to its auditor during the fiscal year in which the non-audit services are provided; 
+b. the services were not recognized by the Company at the time of the engagement to be non-audit services; and 
+c. the services are promptly brought to the attention of the
+Committee and approved prior to the completion of the audit by the Committee or by one or more members of the Committee who are members of the Board to whom authority to grant such approvals has been delegated by the Committee. 
+4. The sole authority to delegate to one or more designated members of the
+Committee who are independent directors of the Board, the authority to grant advance approvals of audit and non-audit services as described in Section 3 above. 
+5. At least annually, to obtain and review a report by the independent auditor describing: the firm’s internal quality control procedures; any
+material issues raised by the most recent internal quality control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years, respecting one or more
+independent audits carried out by the firm and any steps taken to deal with any such issues; and all relationships between the independent auditor and the Company. 
+A-2 
+6. At least annually, to evaluate the independent auditor’s qualifications, performance, and
+independence, which evaluation shall include the review and evaluation of the lead partner of the independent auditor and a review of the report referred to in Section 5 above. In making its evaluation, the Committee shall take into account the
+opinions of management and the Company’s internal auditors. The Committee shall further ensure the rotation of the lead audit and review partners every five years, or more frequently as the Committee shall determine in its sole discretion. The
+Committee shall decide as to whether the Company is obtaining high quality audits and whether rotation of the auditor would be helpful. The Committee shall present its conclusions with respect to the independent auditor to the Board. 
+7. To discuss the annual audited financial statements and quarterly financial
+statements with management and the independent auditor, including the Company’s disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” 
+8. Review NIKE’s Annual Report filed with the SEC on Form 10-K, and
+recommend to the Board that the audited financial statements be included in the Form 10-K. 
+9. Review with the independent auditor and management NIKE’s quarterly financial statements prior to filing and discuss with the independent auditor any items required to be communicated by the independent
+auditor with respect to interim financial statements in accordance with SAS 61 and 71. 
+10. To discuss with the Chief Executive Officer and the Chief Financial Officer the individual certifications required to be filed with the Company’s periodic reports to the SEC. 
+11. To discuss earnings press releases, as well as financial information and
+earnings guidance provided to analysts and rating agencies. 
+12. To engage and compensate independent counsel and other advisors, as the Committee determines necessary to carry out its duties. 
+13. To discuss policies with respect to risk assessment and risk management and to discuss the Company’s major financial risk exposures and the steps
+management has taken to monitor and control such exposures. 
+14. To meet separately, at least quarterly, with management, with internal auditors, and with the independent auditor. 
+15. To review with the independent auditor any audit problems or difficulties and management’s response, including, but not limited to, any
+restriction on the scope of the independent auditor’s activities or on access to requested information, any significant disagreements with management, any accounting adjustments that were noted or proposed by the auditor but were passed as
+immaterial or otherwise, any communications between the audit team and audit firm’s national office respecting auditing or accounting 
+A-3 
+issues presented by the engagement, and any “management” or “internal control” letter issued, or proposed to be issued, by the
+independent auditor to the Company. The review shall also include discussion of the responsibilities, budget and staffing of the Company’s internal audit function. 
+16. To resolve disagreements between management and the independent auditor regarding financial reporting. 
+17. Obtain from the Company’s independent auditor any information
+required to be provided pursuant to Section 10A of the Securities Exchange Act of 1934 (the “‘34 Act”). 
+18. To review and approve, if appropriate, the internal audit charter and any changes thereto. 
+19. To ensure the independence of the chief internal auditor and to concur in
+the selection, retention, and dismissal of the chief internal auditor. 
+20. To review the effectiveness of the Company’s accounting and internal control structure and procedures through inquiry and discussions with the Company’s independent auditor, internal auditors, and management of the Company,
+and approve the internal control structure and procedures and any amendments thereto. 
+21. To establish procedures for (i) the receipt, retention, treatment, processing and resolution of complaints received by the Company regarding accounting, internal accounting controls, or auditing matters, and (ii)
+the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. 
+22. To set hiring policies for employees or former employees of the independent auditor all in accordance with applicable legal requirements. 
+23. Meet periodically with the general counsel or other legal counsel to
+review legal and regulatory matters, including any matters that may have a material effect on the financial statements of the Company. 
+24. Meet periodically with the Company’s internal Clearance Director, who will (i) review and approve in advance all trades of NIKE common stock
+owned by the Company’s directors and officers who are subject to Section 16 of the ‘34 Act, (ii) be a member of, and be provided with all information furnished to, the Disclosure Committee, (iii) meet at least annually with the
+Company’s directors and officers to inform them of the stock trading policies and procedures applicable to them, and (iv) provide periodic reports to the Committee regarding the performance of his or her duties and any issues or problems
+encountered. 
+25. Receive reports from the Company’s
+internal Disclosure Committee, which is responsible for quarterly review of material issues regarding accounting, financial reporting, public disclosure, internal control, and fraud issues in respect of the financial statements of the Company.
+A-4 
+26. To report regularly to the Board any material issues that arise with respect to the quality or
+integrity of the Company’s financial statements, the Company’s compliance with legal or regulatory requirements, the performance and independence of the Company’s independent auditor, or the performance of the internal audit function.
+27. Direct preparation of and approve the Audit Committee
+Report for inclusion in the annual Proxy Statement that summarizes the Committee’s activities in compliance with Item 7 of Schedule 14A under the Securities Exchange Act of 1934. 
+28. Direct preparation and execution of the NYSE’s annual written affirmation of director independence and
+qualifications to serve on the Committee as required by the NYSE Listed Company Manual. 
+29. Annually evaluate the performance of the Committee and report the results of the Committee performance evaluation to the Board. 
+30. Review and assess annually the adequacy of the Committee’s charter. 
+31. Perform such additional activities and consider such other matters within
+the scope of its responsibilities as the Committee or the Board deems necessary or appropriate. 
+A-5 
+ANNUAL 
+MEETING 
+AND 
+PROXY STATEMENT 
+September 20, 2004 
+Portland, Oregon 
+This proxy statement is printed on
+recycled paper 
+NIKE, INC. 
+P.O. BOX 43069 
+PROVIDENCE, RI
+02940-3069 
+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. 
+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 NIKE, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. 
+TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: 
+NIKEA1 
+KEEP THIS PORTION FOR YOUR RECORDS 
+DETACH AND RETURN THIS PORTION ONLY 
+THIS PROXY CARD IS
+VALID ONLY WHEN SIGNED AND DATED. 
+NIKE, INC. 
+THE BOARD OF DIRECTORS RECOMMENDS A 
+VOTE FOR PROPOSAL 2. 
+For 
+All 
+Withhold 
+All 
+For All 
+Except 
+To withhold authority to vote for any nominee(s), mark “For All Except” and write the nominee’s number on the line
+below. 
+1. 
+Election of Directors: 
+Nominees: 01) Thomas E. Clarke, 02) Ralph D. 
+DeNunzio, 03) Delbert J. Hayes, 04) Douglas G. 
+Houser, 05) Philip H. Knight, 06) John R. 
+Thompson,
+Jr. 
+¨ 
+¨ 
+¨ 
+For 
+Against 
+Abstain 
+2. 
+Proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent accountants. 
+¨ 
+¨ 
+¨ 
+THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, AND FOR
+PROPOSAL 2. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. 
+YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’
+RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. 
+For address changes and/or comments, please check this box and write them on the back where indicated. 
+¨ 
+(Please date and sign below exactly as your name or names appear hereon. Joint owners should each sign personally. Corporate proxies should be signed in full corporate name by an
+authorized officer and attested. Persons signing in a fiduciary capacity should indicate their full titles in such capacity.) 
+Signature [PLEASE SIGN WITHIN BOX] 
+Date 
+Signature (Joint Owners) 
+Date 
+NIKE, INC. 
+CLASS A COMMON STOCK
+PROXY 
+SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
+FOR THE 2004 MEETING OF SHAREHOLDERS 
+SEPTEMBER 20, 2004 
+The undersigned hereby appoints Philip H. Knight,
+Delbert J. Hayes and Douglas G. Houser, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned, all shares of Class A Common Stock which the undersigned may be entitled to
+vote at the Annual Meeting of Shareholders of NIKE, Inc. on September 20, 2004, and any adjournments thereof, with all powers that the undersigned would possess if personally present. A majority of the proxies or substitutes present at the meeting
+may exercise all powers granted hereby. 
+Address
+Change/Comments: 
+If you noted address changes or comments above, please mark the corresponding box on
+the reverse side. 
+NIKE, INC. 
+P.O. BOX 43069 
+PROVIDENCE, RI
+02940-3069 
+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. 
+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 NIKE, Inc., c/o ADP, 51 Mercedes Way, Edgewood, NY 11717. 
+TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: 
+NIKEB1 
+KEEP THIS PORTION FOR YOUR RECORDS 
+DETACH AND RETURN THIS PORTION ONLY 
+THIS PROXY CARD IS
+VALID ONLY WHEN SIGNED AND DATED. 
+NIKE, INC. 
+THE BOARD OF DIRECTORS RECOMMENDS A 
+VOTE FOR PROPOSAL 2. 
+For 
+All 
+Withhold 
+All 
+For All 
+Except 
+To withhold authority to vote for any nominee(s), mark “For All Except” and write the nominee’s number on the line
+below. 
+1. 
+Election of Directors: 
+Nominees: 
+01) Jill K. Conway 
+¨ 
+¨ 
+¨ 
+02) Alan B. Graf, Jr. 
+03) Jeanne P. Jackson 
+For 
+Against 
+Abstain 
+2. 
+Proposal to ratify the appointment of PricewaterhouseCoopers LLP as independent accountants. 
+¨ 
+¨ 
+¨ 
+THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES FOR DIRECTOR, AND FOR
+PROPOSAL 2. THE PROXIES MAY VOTE IN THEIR DISCRETION AS TO OTHER MATTERS WHICH MAY COME BEFORE THE MEETING. 
+YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES, BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS’
+RECOMMENDATIONS. THE PROXIES CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THIS CARD. 
+For address changes and/or comments, please check this box and write them on the back where indicated. 
+¨ 
+(Please date and sign below exactly as your name or names appear hereon. Joint owners should each sign personally. Corporate proxies should be signed in full corporate name by an
+authorized officer and attested. Persons signing in a fiduciary capacity should indicate their full titles in such capacity.) 
+Signature [PLEASE SIGN WITHIN BOX] 
+Date 
+Signature (Joint Owners) 
+Date 
+NIKE, INC. 
+CLASS B COMMON STOCK
+PROXY 
+SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
+FOR THE 2004 MEETING OF SHAREHOLDERS 
+SEPTEMBER 20, 2004 
+The undersigned hereby appoints Philip H. Knight,
+Delbert J. Hayes and Douglas G. Houser, and each of them, proxies with full power of substitution, to vote, as designated on the reverse side, on behalf of the undersigned all shares of Class B Common Stock which the undersigned may be entitled to
+vote at the Annual Meeting of Shareholders of NIKE, Inc. on September 20, 2004, and any adjournments thereof, with all powers that the undersigned, would possess if personally present. A majority of the proxies or substitutes present at the meeting
+may exercise all powers granted hereby. 
+Address
+Change/Comments: 
+If you noted address changes or comments above, please mark the corresponding box on
+the reverse side.

raw/proxies/0000320187/0001193125-09-155960/proxy_rpt.txt

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+Transactions with Related Persons 
+Mr. Knight makes his airplane available for business use by the Company for no charge. NIKE operates and maintains the aircraft. Mr. Knight has reimbursed the Company $578,158 for NIKE’s operating costs related to his
+personal use of this aircraft during fiscal 2009, determined based on the cost of fuel and other variable costs associated with the flights under FAR 91-501(d). 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health insurance and for life insurance policies for Howard Slusher, the father of John Slusher, Vice President of
+Sports Marketing, following expiration of the agreement. During fiscal 2009 the Company paid Howard Slusher $134,392 for health and life insurance premiums. 
+Three of Mr. Parker’s siblings are employed by the Company in non-executive roles. Bob Parker is a Strategic Account Manager, and has been employed by the Company for over 25 years; Stephen Parker is the
+General Manager, China-Converse, and has been employed by the Company for over 21 years; and Ann Parker is a Senior Design Recruiter, and has been employed by the Company for over 20 years. During fiscal year 2009, the Company paid aggregate
+compensation to Bob Parker, Stephen Parker and Ann Parker in the amounts of $321,636, $440,396, and $200,270, respectively. The compensation was consistent with compensation paid to other employees holding similar positions, and was composed of
+14 
+salary, performance bonus, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, and
+profit sharing and matching contributions to Company-sponsored retirement plans. 
+Compensation Committee Interlocks and Insider Participation
+The members of the Compensation Committee of the Board of Directors during the fiscal year ended May 31, 2009 were Ralph D.
+DeNunzio, Timothy D. Cook, Jeanne P. Jackson, and Johnathan A. Rodgers. Ms. Jackson resigned from the Compensation Committee and the board of directors on March 4, 2009, when she was appointed an officer of the Company. On June 18,
+2009, the Board of Directors appointed John C. Lechleiter to the Board of Directors, and also to the Compensation Committee. The Committee is composed solely of independent, non-employee directors. 
+15

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+Transactions with Related Persons 
+Mr. Knight makes his airplane available for business use by the Company for no charge. NIKE operates and maintains the aircraft.
+Mr. Knight has reimbursed the Company $720,633 for NIKE’s operating costs related to his personal use of this aircraft during fiscal 2010, determined based on the cost of fuel and other variable costs associated with the flights under FAR
+91-501(d). 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health
+insurance and for life insurance policies for Howard Slusher, the father of John Slusher, Vice President of Sports Marketing, following expiration of the agreement. During fiscal 2010 the Company paid Howard Slusher $129,568 for health and life
+insurance premiums. 
+Three of Mr. Parker’s siblings are employed by the Company in non-executive roles. Bob Parker
+is a Strategic Sales Director, and has been employed by the Company for over 26 years; Stephen Parker is the General Manager, China-Converse, and has been employed by the Company for over 22 years; and Ann
+19 
+Parker is a Talent Development and Community Relations Director at Hurley LLC, and has been employed by the Company for over 20 years. During fiscal year 2010, the Company paid aggregate
+compensation to Bob Parker, Stephen Parker and Ann Parker in the amounts of $378,898, $487,789, $253,874, respectively. The compensation was consistent with compensation paid to other employees holding similar positions, and was composed of salary,
+performance bonus, the grant date fair value of stock options granted during the fiscal year estimated using the Black-Scholes pricing model, and profit sharing and matching contributions to Company-sponsored retirement plans. 
+Mr. Thompson’s son, John Thompson III, is the head basketball coach at Georgetown University, and the Company has a contract
+with him to provide endorsement and consulting services to the Company through August 2014, with base compensation over the 5-year term of the contract of $500,000, and up to $80,000 per year of product and other performance incentives. 
+Compensation Committee Interlocks and Insider Participation 
+The members of the Compensation Committee of the Board of Directors during the fiscal year ended May 31, 2010 were Ralph D.
+DeNunzio, Timothy D. Cook, John C. Lechleiter, and Johnathan A. Rodgers. The Committee is composed solely of independent, non-employee directors. 
+20

raw/proxies/0000320187/0001193125-11-197477/proxy_rpt.txt

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+Transactions with Related Persons 
+Mr. Knight makes his airplane available for business use by the Company for no charge. NIKE operates and maintains the aircraft.
+Mr. Knight has reimbursed the Company $729,433 for NIKE’s operating costs related to his personal use of this aircraft during fiscal 2011, determined based on the cost of fuel and other variable costs associated with the flights under FAR
+91-501(d). 
+Pursuant to the terms of a past consulting agreement with the Company, the Company agreed to pay for health
+insurance and for life insurance policies for Howard Slusher, the father of John Slusher, Vice President of Sports Marketing, following expiration of the agreement. During fiscal 2011, the Company paid Howard Slusher $129,870 for health and life
+insurance premiums. 
+Three of Mr. Parker’s siblings are employed by the Company in non-executive roles. Bob Parker
+is a Strategic Sales Director, and has been employed by the Company for over 27 years; Stephen Parker is the General Manager, China-Converse, and has been employed by the Company for over 23 years; and Ann Parker is a Talent Development and
+Community Relations Director at Hurley LLC, and has been employed by the Company for over 21 years. During fiscal year 2011, the Company paid aggregate compensation to Bob Parker, Stephen Parker and Ann Parker in the amounts of $409,833, $476,330,
+$206,201, respectively. The compensation was consistent with compensation paid to other employees holding similar positions, and was composed of salary, performance bonus, the grant date fair value of stock options granted during the fiscal year
+estimated using the Black-Scholes pricing model, and profit sharing and matching contributions to Company-sponsored retirement plans. 
+Mr. Thompson’s son, John Thompson III, is the head basketball coach at Georgetown University, and the Company has a contract with him to provide endorsement and consulting services to the
+Company through August 2014, with base compensation over the 5-year term of the contract of $500,000, and up to $80,000 per year of product and other performance incentives. 
+Compensation Committee Interlocks and Insider Participation 
+The members
+of the Compensation Committee of the Board of Directors during the fiscal year ended May 31, 2011 were Ralph D. DeNunzio, Timothy D. Cook, John C. Lechleiter, and Johnathan A. Rodgers. The Committee is composed solely of independent,
+non-employee directors. No member of the Compensation Committee has been an executive officer of the Company, and no member of the Compensation Committee had any relationships requiring disclosure by the Company under the SEC’s rules requiring
+disclosure of certain relationships and related-party transactions. None of the Company’s executive officers served as a director or member of a compensation committee (or other committee serving an equivalent function) of any other entity, the
+executive officers of which served as a director or member of the Compensation Committee of the Company during the fiscal year ended May 31, 2011. 
+11

raw/proxies/0000794172/0000950123-09-069728/proxy.txt

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+DEF 14A
+1
+l38165def14a.htm
+FORM DEF 14A
+def14a 
+Table of Contents 
+UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
+WASHINGTON, D.C. 20549 
+SCHEDULE 14A 
+(Rule 14a-101) 
+INFORMATION REQUIRED IN PROXY STATEMENT 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) 
+of the Securities Exchange Act of 1934 
+(Amendment No. ) 
+Filed by the Registrant þ 
+Filed by a Party other than the Registrant o 
+Check the appropriate box: 
+o Preliminary Proxy Statement 
+o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+þ Definitive Proxy Statement 
+o Definitive Additional Materials 
+o Soliciting Material Pursuant to Section 14a-12 
+Meridian Bioscience, Inc. 
+(Name of Registrant as Specified in Its Charter) 
+(Name of Person(s) Filing Proxy Statement if Other Than the Registrant) 
+Payment of Filing Fee (Check the appropriate box):
+þ 
+No fee required. 
+o 
+Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies:
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
+Per unit price or other underlying value of transaction computed pursuant to
+Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
+state how it was determined): 
+(4) 
+Proposed maximum aggregate value of transaction: 
+(5) 
+Total Fee Paid: 
+o 
+Fee paid previously with preliminary materials. 
+o 
+Check box if any part of the fee is offset as provided by Exchange
+Act Rule 0-11(a)(2) and identify the filing for which the offsetting
+fee was paid previously. Identify the previous filing by registration
+statement number, or the Form or Schedule and the date of its filing. 
+(1) 
+Amount Previously Paid: 
+(2) 
+Form, Schedule or Registration Statement No.: 
+(3) 
+Filing Party: 
+(4) 
+Date Filed: 
+Table of Contents 
+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 21, 2010 at the Holiday
+Inn, 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 take advantage of new 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 new process will
+allow 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 complete, sign, date, and return your proxy
+card promptly in the enclosed envelope.
+Sincerely yours,
+/s/ William J. Motto
+William J. Motto
+Executive Chairman of the Board 
+December 10, 2009
+Table of Contents 
+NOTICE OF ANNUAL MEETING 
+OF 
+SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC. 
+Time: 
+2:00 p.m., Eastern Standard Time
+Date: 
+January 21, 2010
+Place: 
+Holiday Inn 
+4501 Eastgate Blvd. 
+Cincinnati, Ohio 45245
+Purpose: 
+• 
+Elect as directors the seven nominees named in the attached proxy materials 
+• 
+Ratify appointment of Grant Thornton LLP as Meridian’s independent
+registered public accountants for fiscal year 2010 
+• 
+Conduct other business if properly raised 
+Only shareholders of record on November 23, 2009 may vote at the meeting. The approximate
+mailing date of this proxy statement and accompanying Proxy Card is December 10, 2009.
+Your vote is important. Please complete, sign, date, and return your Proxy Card promptly
+in the enclosed envelope.
+/s/ Melissa Lueke
+Melissa Lueke
+Secretary 
+December 10, 2009
+TABLE OF CONTENTS 
+Page 
+GENERAL INFORMATION
+1 
+ELECTION OF DIRECTORS
+2 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
+4 
+CORPORATE GOVERNANCE
+5 
+DIRECTORS AND EXECUTIVE OFFICERS
+10 
+SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
+12 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
+12 
+TRANSACTIONS WITH RELATED PERSONS
+12 
+COMPENSATION DISCUSSION AND ANALYSIS
+13 
+SUMMARY COMPENSATION TABLE
+22 
+DIRECTOR COMPENSATION
+26 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR
+27 
+QUESTIONS?
+28 
+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, 2009, including financial statements and schedules thereto,
+filed with the SEC, are also available without charge to shareholders upon written request
+addressed to:
+Melissa Lueke, Executive Vice President, Chief Financial Officer and Secretary 
+Meridian Bioscience, Inc. 
+3471 River Hills Drive 
+Cincinnati, Ohio 45244
+Table of Contents 
+GENERAL INFORMATION 
+Who may vote 
+Shareholders of Meridian, as recorded in our stock register on November 23, 2009, may vote at the
+meeting. As of that date, Meridian had 40,496,745 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 sign and return the enclosed proxy card but do not specify how to vote, we will vote your
+shares in favor of our director candidates and the ratification of appointment of Grant Thornton
+LLP as Meridian’s independent registered public accountants for fiscal year 2010. 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, unlike in years past, a stockbroker, bank, or nominee no longer has discretion to vote for
+or against the election of directors. In order to avoid a broker non-vote of your shares on the
+election of directors, you must send voting instructions to your stockbroker, bank or nominee.
+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 28.
+1 
+Table of Contents 
+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 seven director candidates receiving the most votes will be elected to fill the seats on the
+Board. The ratification of appointment of accountants requires the favorable vote of a majority of
+the votes cast. Only votes for or against these proposals count. Abstentions and broker non-votes
+count for quorum purposes but not 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 Committee of the Board of Directors has nominated for re-election all of the
+following current directors: James M. Anderson, James A. Buzard, John A. Kraeutler, Gary P.
+Kreider, 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.
+2 
+Table of Contents 
+The Board recommends that you vote FOR each of the following candidates: 
+James M. Anderson 
+Director since 2009 
+Age: 67
+James M. Anderson is currently the
+President and Chief Executive
+Officer of Cincinnati Children’s
+Hospital Medical Center, although
+he has announced he will step down
+as of the end of calendar 2009. He
+was recently appointed chairman of
+the Board of the Cincinnati Branch
+of the Federal Reserve Bank of
+Cleveland. Prior to joining the
+staff of Cincinnati Children’s, Mr.
+Anderson was a partner in the
+general corporate department at
+Taft, Stettinius & Hollister for 24
+years (1968-1977; 1982-96) and
+president of US operations at Xomox
+Corporation (1977-82), a
+publicly-traded manufacturer of
+specialty process controls. 
+James A. Buzard, 
+Ph.D. 
+Director since 1990 
+Age: 82
+James A. Buzard, Ph.D. serves as
+Chairman of the Nominating and
+Corporate Governance Committee.
+Mr. Buzard was Executive Vice
+President of Merrell Dow
+Pharmaceuticals Inc. from March
+1981 until December 1989. From
+December 1989 until his retirement
+in February 1990, he was Vice
+President of Marion Merrell Dow,
+Inc. He has been a business
+consultant since February 1990. 
+John A. Kraeutler 
+Director since 1997 
+Age: 61
+John A. Kraeutler has more than 30
+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. 
+Gary P. Kreider, Esq. 
+Director since 1991 
+Age: 71
+Gary P. Kreider serves as Board
+Secretary. Mr. Kreider is a senior
+partner in the Cincinnati law firm
+of Keating Muething & Klekamp PLL,
+the Company’s outside counsel. His
+primary practice areas are
+securities law, mergers and
+acquisitions, and general corporate
+law, and he has been with Keating
+Muething & Klekamp since 1963.
+Effective October 1, 2005, Mr.
+Kreider no longer has a vote or
+partnership interest in the firm’s
+earnings or revenues, although his
+affiliation with the firm
+continues. Mr. Kreider has been an
+Adjunct Professor of Law in
+securities regulation at the
+University of Cincinnati College of
+Law since 1977 and is a past
+Chairman of the Ohio State Bar
+Association Corporation Law
+Committee. Mr. Kreider is also a
+director of LSI Industries Inc. 
+3 
+Table of Contents 
+William J. Motto 
+Director since 1977 
+Age: 68
+William J. Motto has more than 35
+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. 
+David C. Phillips 
+Director since 2000 
+Age: 71
+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
+serves as a director of Cintas
+Corporation. 
+Robert J. Ready 
+Director since 1986 
+Age: 69
+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 has served
+as its President and Chairman of
+its Board of Directors since that
+time. 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+(Item 2 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 accounting firm for the 2010
+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 2010. Representatives of Grant Thornton are
+expected to be present at the Annual Shareholders’ Meeting and will be given an opportunity to make
+a statement, if they so desire, and to respond to appropriate questions that may be asked by
+shareholders.
+4 
+Table of Contents 
+Principal Accounting Firm Fees :
+Aggregate fees billed to Meridian by Grant Thornton LLP for fiscal years 2009 and 2008 are listed
+below:
+2009 
+2008 
+Audit Fees 
+$ 
+271,500 
+$ 
+283,000 
+Audit-Related Fees 
+17,078 
+38,229 
+$ 
+288,578 
+$ 
+321,229 
+Audit Fees. Audit fees are the fees billed for professional services rendered by Meridian’s
+independent registered public accounting firm for their audit of Meridian’s consolidated annual
+financial statements for the fiscal years ended September 30, 2009 and 2008, respectively, and
+reviews of the unaudited quarterly consolidated financial statements contained in the reports on
+Form 10-Q filed by Meridian during those years and on reporting on Meridian’s internal control
+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.
+The Board recommends that you vote FOR the ratification of appointment of Grant Thornton LLP as
+Meridian’s independent registered public accounting firm for the 2010 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.
+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.
+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 determined that each of the following members of the Board is
+independent: James M. Anderson, James A.
+5 
+Table of Contents 
+Buzard, Gary P. Kreider, David C. Phillips, and Robert J. Ready. In 2009, the Board of Directors revised
+its Committee membership structure. Mr. Kreider, an independent outside Director since 1991, no
+longer chairs or serves on any of the Board Committees. He remains a Director and serves as
+recording secretary. Only independent directors serve on Committees of the Board.
+During fiscal 2009, the Board of Directors met on four occasions. The independent directors plan
+to meet at least two times during fiscal 2010 without the presence of management directors. The
+independent members of the Board had one such meeting in fiscal 2009. The independent directors
+select one of such directors to preside over each session.
+Meridian expects all directors to attend shareholders’ meetings. With the exception of James M.
+Anderson, who had not yet been appointed as a director at that time, each director attended the
+2009 Annual Shareholders’ Meeting, all meetings of the Board and all meetings of Committees of
+which he was a member. Mr. Anderson attended all meetings of the Board subsequent to his
+appointment to the Board in July 2009.
+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 the last page of this proxy statement.
+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 A. Buzard and Robert J.
+Ready. It met nine times during fiscal 2009 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.
+6 
+Table of Contents 
+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.
+The Committee has submitted the following report for inclusion in this proxy statement.
+REPORT OF THE AUDIT COMMITTEE 
+On April 15, 2009, the Audit Committee met with representatives of Grant Thornton and Meridian’s
+internal accountants and reviewed with them the proposed 2009 Audit Plan, areas warranting
+particular concentration on the audit and the effects of new accounting pronouncements. The Grant
+Thornton representatives reviewed with the Committee written disclosures required by applicable
+requirements of the Public Company Accounting Oversight Board regarding the independent
+accountants’ communications with the Audit Committee concerning independence, discussed with the
+Committee the independent accountants’ independence, and has 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 nonaudit
+services provided by the auditors were compatible with their independence.
+At its meeting on November 11, 2009, the Committee reviewed and discussed with management, Grant
+Thornton and Meridian’s accounting officers the results of the audit for fiscal 2009, including the
+audited financial statements. The Committee reviewed the requirements of its Charter previously
+adopted and the reports that were required to be disclosed to the Committee. The committee
+discussed with Grant Thornton the matters required to be discussed by Public Company Accounting
+Oversight Board (PCAOB) Interim Auditing Standard AU Section 380, Communication with Audit
+Committees .
+Based on the above mentioned review, 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, 2009 for filing with the Securities and Exchange Commission.
+During its meetings throughout the year, the Committee reviewed 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
+7 
+Table of Contents 
+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) 
+Robert J. Ready 
+James A. Buzard
+The Compensation Committee is composed of Robert J. Ready (Chairman), James A. Buzard, 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. The Compensation Committee met two times and took no actions in writing during
+fiscal 2009.
+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.
+The Executive Chairman, Mr. Motto, 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.
+8 
+Table of Contents 
+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 2009 (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 Committee consists of James A. Buzard (Chairman), Robert J. Ready, and David C.
+Phillips. It met one time last year and took no actions in writing. On November 12, 2009, the
+Nominating Committee considered and nominated the current directors for re-election. The
+Nominating 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.
+In nominating directors, the Nominating Committee takes into account, among other factors which it
+may deem appropriate, the judgments, skill, diversity, business experience, 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
+Executive Chairman in care of the Company at its address shown on the cover page of this proxy
+statement.
+The Nominating 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 Nominating
+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.
+9 
+Table of Contents 
+During several Board meetings in fiscal 2009, the Board discussed the benefits of adding new
+members to the Board. Pursuant to this, the Nominating Committee considered potential candidates
+and chose to meet with James M. Anderson. Based upon the review of his qualifications and the
+favorable results of their meeting, the Board proceeded to nominate him as a candidate to the
+Board. Mr. Anderson was appointed to the Board in July 2009.
+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 23, 2009. 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 22, 2010 (60 days after
+November 23, 2009).
+Common Stock 
+Beneficially Owned 
+Name 
+Position 
+Amount 1 
+Percentage 
+William J. Motto 
+Executive Chairman of the 
+164,196 
+* 
+Board of Directors 
+John A. Kraeutler 
+Chief Executive Officer and 
+317,260 
+* 
+Director 
+Antonio A. Interno 2 
+Senior Vice President, 
+87,955 
+* 
+President and Managing 
+Director, Meridian 
+Bioscience Europe 
+Richard L. Eberly 3 
+Executive Vice President, 
+33,750 
+* 
+President Meridian Life 
+Science 
+Lawrence J. Baldini 4 
+Executive Vice President, 
+53,750 
+* 
+Operations and Information 
+Systems 
+Melissa A. Lueke 5 
+Executive Vice President, 
+126,015 
+* 
+Chief Financial Officer and 
+Secretary 
+Susan A. Rolih 6 
+Senior Vice President, 
+107,750 
+* 
+Regulatory Affairs & Quality 
+Assurance 
+Todd W. Motto 7, 8 
+Vice President, Sales and 
+515,328 
+1.3 
+% 
+Marketing 
+James M. Anderson 9 
+Director 
+4,750 
+* 
+James A. Buzard, Ph.D 10, 11, 12 
+Director 
+37,500 
+* 
+Gary P. Kreider 13 
+Director 
+30,188 
+* 
+Robert J. Ready 10, 11, 12 
+Director 
+74,347 
+* 
+David C. Phillips 10, 11, 12 
+Director 
+43,350 
+* 
+All Executive Officers and Directors as a Group 
+1,596,139 
+3.9 
+% 
+10 
+Table of Contents 
+1 
+Includes options exercisable within 60 days for Mr. William Motto of 65,738 shares,
+Mr. Kraeutler of 42,000 shares, Mr. Interno of 21,000 shares, Mr. Eberly of 26,250 shares, Ms.
+Lueke of 42,000 shares, Ms. Rolih of 85,875 shares, Mr. Baldini of 26,250 shares, Mr. Todd Motto
+of 61,125 shares, Mr. Anderson of 3,750 shares, Mr. Buzard of 22,500 shares, Mr. Kreider of 27,714
+shares, Mr. Ready of 58,998 shares and Mr. Phillips of 27,714 shares. 
+2 
+Antonio A. Interno was appointed Vice President in August 1991, Senior Vice President
+in September 1997, and President, Managing Director, Meridian Bioscience Europe in October 2003.
+He has been Managing Director of Meridian’s European subsidiaries, Meridian Bioscience Europe,
+since February 1990. Age: 59 
+3 
+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 and Executive Vice President and President Meridian Life Science in
+October 2005. He has over 18 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: 48 
+4 
+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: 50 
+5 
+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: 46 
+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: 60 
+7 
+Todd W. Motto was appointed Vice President Sales and Marketing in October 2005. Prior
+to this, Mr. Motto served in a number of different sales and marketing positions for Meridian,
+beginning in 1993. Most recently, he served as Meridian’s Director of Sales and Marketing,
+Meridian Bioscience Europe for the last five years. Age: 43 
+8 
+Includes 188,846 shares held as custodian for his children and his nieces and nephews. 
+9 
+James M. Anderson was appointed as a Director in July 2009. 
+10 
+Audit Committee Member. 
+11 
+Compensation Committee Member. 
+12 
+Nominating Committee Member. 
+13 
+Includes 325 shares held by his wife and 758 shares held as custodian for his
+grandchildren. 
+* 
+Less than one percent. 
+11 
+Table of Contents 
+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 23, 2009, unless otherwise noted.
+Beneficial ownership includes any shares as to which the individual has sole or shared voting or
+investment power.
+Amount and nature of 
+Name and address of beneficial owner 
+beneficial ownership 
+Percent of class 1 
+Barclays Global Investors, NA 
+2,540,548 
+6.30 
+400 Howard Street 
+San Francisco, CA 94105 
+Brown Capital Management, Inc. 
+2,218,961 
+5.48 
+1201 N. Calvert Street 
+Baltimore, MD 21202 
+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 Securities and Exchange
+Commission. 
+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 Securities and Exchange Commission.
+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 Mr. Todd Motto filed one late
+ownership report with respect to the exercise of stock options and Mr. William J. Motto filed one
+late ownership report with respect to an estate planning transaction. This transaction involved
+the transfer of William J. Motto’s shares into a trust over which he claims no beneficial
+ownership. The shares were incorrectly reported as being beneficially owned by Mr. Motto. 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 
+Todd Motto, the adult son of William J. Motto, is Vice President, Sales and Marketing. Todd Motto
+received $264,679 in compensation for fiscal 2009. This compensation consisted of base salary of
+$200,700, $8,850 of auto and professional allowances, $13,082 of retirement plan contributions,
+$38,634 related to stock option awards expense related to awards earned in previous years, and
+$3,413 for dividends on restricted stock granted under the 2004 Equity Compensation Plan.
+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
+12 
+Table of Contents 
+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 2009, 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 the development
+13 
+Table of Contents 
+and 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.
+Establishing Compensation Levels 
+Compensation levels for the NEOs are driven by market pay levels, the executive officer’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 increases 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 proxy statements of our industry peers to review their long-term
+incentive components in order to understand compensation trends in stock options, restricted stock
+and similar equity instruments. 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
+14 
+Table of Contents 
+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.
+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 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, 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, and Company-sponsored benefit and retirement plans. Each of
+these components has a certain risk profile.
+15 
+Table of Contents 
+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 
+Incentive stock
+options,
+non-qualified stock
+options, restricted
+stock and 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 
+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
+16 
+Table of Contents 
+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. As an example, since 2008 the Committee has granted a
+mix of restricted stock awards and options to key executives in place of solely options. As
+discussed below, some of the restricted stock awards are time-based, while others are
+performance-based.
+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. Despite the Company attaining record sales and earnings levels in
+fiscal 2009, we did not reach our minimum net earnings targets, and therefore, our NEOs did not
+earn any cash bonuses or the performance-based restricted shares of Common Stock for fiscal 2009.
+We held to our pay-for-performance principles, which had a significant effect on the amount of
+compensation realized by our executive officers.
+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 2010, the Chief Executive Officer, Mr. Kraeutler, provided recommendations to the Compensation
+Committee for salary increases for the NEOs, other than himself and the
+17 
+Table of Contents 
+Executive Chairman, which were 4%, except for the Chief Financial Officer. The recommendation for
+the Chief Financial Officer was an increase of 12% as a result of her promotion to Executive Vice
+President and the additional responsibilities associated with this promotion. The Compensation
+Committee followed these recommendations. The Compensation Committee set the salary increase for
+the Executive Chairman and the Chief Executive Officer at 4% for each, based on its satisfaction
+with their leadership during a challenging economic environment around the world. Salary increase
+percentages for the NEOs were considered by the Compensation Committee to be consistent with the
+percentage increases provided in general to other Meridian employees.
+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, 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 income target. Should the Company fail to
+reach such net income target, no cash bonuses are paid.
+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 0.5, 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.
+Company Performance Component and 2009 Results 
+The 2009 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 percent of base salary if 2009 net earnings reached
+at least $36,050,000. Depending on the level of net earnings achieved and the application of the
+personal multiplier, cash bonuses could range from 5% to 120% of base salary. The 2009 Plan
+included six net earnings thresholds ranging from a low of
+18 
+Table of Contents 
+$36,050,000 to a high of $37,875,000. These six net earnings thresholds represented growth over
+2008 net earnings ranging from a low of 19% to a high of 25%. The corresponding potential bonus
+payouts as a percent of base salary, before application of the personal multiplier, for the six net
+earnings thresholds ranged from a low of 10% to a high of 60%. Actual net earnings for 2009 were
+$32,759,000, a record for the Company and 8% growth over 2008. However, actual net earnings were
+below the minimum threshold, and therefore, there were no cash bonuses awarded to the NEOs for
+fiscal 2009 performance.
+2010 
+At its November 12, 2009 meeting, the Compensation Committee approved the Officers’ Performance
+Compensation Plan for fiscal 2010. The 2010 Plan will award cash bonuses if 2010 net earnings
+reach at least $37,650,000, which the Compensation Committee believes is a meaningful increase from
+2009 net earnings of $32,759,000. The 2010 Plan also provides for increasing bonus awards tied to
+increasing net earnings beyond the initial minimum level. Depending on the level of net earnings
+achieved and the application of the personal multiplier, cash bonuses could range from 5% to 120%
+of base salary, similar to the 2009 Plan discussed above.
+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. Historically, long-term incentive awards have been in the
+form of stock options. Beginning in fiscal 2008, the Compensation Committee moved towards a mix of
+stock options and restricted stock in order to provide NEOs with a mixed equity portfolio.
+Historically, in either case, the awards were performance-based, meaning the NEOs’ ability to vest
+in the awards was contingent upon the Company achieving a minimum level of net earnings.
+For fiscal 2010, at its meeting on November 12, 2009, the Compensation Committee approved two types
+of restricted stock awards (or in the case of an NEO outside the US, restricted share units). The
+first type of restricted stock 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 $39,000,000.
+This award would vest 25% per year over four years, if earned. The second type of restricted stock
+award is not performance based, but rather vests 100% after four years. The Compensation Committee
+believes that this latter award is appropriate to encourage retention of top management talent
+during what has been, in their belief, one of the most challenging economic environments over the
+last 20+ years.
+19 
+Table of Contents 
+The following table summarizes the restricted stock awards for the NEOs.
+No. of Shares of 
+Performance-Based 
+No. of Shares of Time- 
+NEO 
+Restricted Stock 
+Vested Restricted Stock 
+Chief Executive Officer 
+5,000 
+5,000 
+Executive Vice President, Chief Financial Officer, and Secretary 
+3,750 
+3,750 
+Executive Chairman of the Board of Directors 
+5,000 
+5,000 
+Senior Vice President, President and Managing Director, MBE 
+3,750 
+3,750 
+Executive Vice President, President Meridian Life Science 
+3,750 
+3,750 
+Relative to fiscal 2009, on November 12, 2008, the Compensation Committee awarded each NEO 5,250
+restricted shares of Common Stock (or in the case of an NEO outside the US, restricted share
+units). These restricted shares were forfeited because the minimum level of net earnings for
+fiscal 2009 was not achieved. These restricted shares are not reflected in the tables presented in
+this proxy statement.
+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. Stock options and restricted stock awards are generally
+granted at a regularly scheduled meeting of the Compensation Committee in the first quarter of the
+fiscal year, after Meridian issues a press release announcing the results of the prior fiscal year.
+Stock options are granted at the closing market price on the date of grant, pursuant to the 2004
+Equity Compensation 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 shares, the holder has voting rights and will
+receive any dividends declared on Meridian’s Common Stock.
+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.
+20 
+Table of Contents 
+In 1995, the Company entered into a salary continuation agreement with John A. Kraeutler to
+supplement Mr. Kraeutler’s retirement savings. This agreement was amended on December 29, 2008 to
+comply with the requirements of Section 409A of the Internal Revenue Code. This agreement provides
+additional compensation after retirement or separation from the Company under certain circumstances
+and is funded by a life insurance policy with premiums paid by the Company. Meridian incurred
+expense of $23,780 in premiums during fiscal 2009.
+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 Tables on page 23. The Company believes these perquisites to be reasonable,
+comparable to peer companies, and consistent with the Company’s overall executive compensation
+philosophy.
+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 consistent with our peer group and 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 2009 is properly deductible under Section 162(m), but no assurance can be made
+in this regard.
+Actions of the 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 this Plan have been followed for many years, even when
+following such principles resulted in no bonuses being awarded (2001 and 2009) and
+performance-based stock awards being forfeited (2001, 2008 and 2009). 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
+21 
+Table of Contents 
+executive officers and their frequent interaction.
+At its November 12, 2008 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.
+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, 2009, 2008, and 2007 respectively.
+Change in 
+Pension Value 
+and 
+Nonqualified 
+Non-Equity 
+Deferred 
+Name and Principal 
+Option 
+Incentive Plan 
+Compensation 
+All Other 
+Position 
+Year 
+Salary 
+Bonus 1 
+Stock Awards 
+Awards 2 
+Compensation 
+Earnings 
+Compensation 3 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+(f) 
+(g) 
+(h) 
+(i) 
+Total 
+John A. Kraeutler 
+2009 
+$ 
+511,538 
+$ 
+— 
+$ 
+— 
+$ 
+37,767 
+$ 
+549,305 
+Chief Executive Officer 
+2008 
+$ 
+450,579 
+$ 
+178,125 
+$ 
+— 
+$ 
+145,096 
+$ 
+— 
+$ 
+— 
+$ 
+41,821 
+$ 
+815,621 
+2007 
+$ 
+391,928 
+$ 
+300,005 
+$ 
+133,239 
+$ 
+42,925 
+$ 
+868,097 
+Melissa A.
+Lueke 
+Executive Vice President, 
+2009 
+$ 
+210,736 
+$ 
+— 
+$ 
+39,511 
+$ 
+25,588 
+$ 
+275,835 
+Chief Financial Officer, 
+2008 
+$ 
+202,126 
+$ 
+76,782 
+$ 
+— 
+$ 
+68,835 
+$ 
+— 
+$ 
+— 
+$ 
+21,401 
+$ 
+369,144 
+and Secretary 
+2007 
+$ 
+192,283 
+$ 
+146,251 
+$ 
+87,761 
+$ 
+20,878 
+$ 
+447,173 
+William J. Motto 
+2009 
+$ 
+524,999 
+$ 
+— 
+$ 
+— 
+$ 
+87,816 
+$ 
+612,815 
+Executive Chairman of the 
+2008 
+$ 
+519,615 
+$ 
+196,875 
+$ 
+— 
+$ 
+14,109 
+$ 
+— 
+$ 
+— 
+$ 
+87,189 
+$ 
+817,788 
+Board of Directors 
+2007 
+$ 
+494,904 
+$ 
+378,750 
+$ 
+132,407 
+$ 
+91,077 
+$ 
+1,097,138 
+Antonio A.
+Interno 4 
+Senior Vice President, 
+2009 
+$ 
+382,370 
+$ 
+— 
+$ 
+— 
+$ 
+47,854 
+$ 
+430,224 
+President and Managing 
+2008 
+$ 
+414,605 
+$ 
+124,607 
+$ 
+— 
+$ 
+7,029 
+$ 
+— 
+$ 
+— 
+$ 
+47,241 
+$ 
+593,482 
+Director, MBE 
+2007 
+$ 
+353,575 
+$ 
+220,983 
+$ 
+125,345 
+$ 
+42,476 
+$ 
+742,379 
+Richard L.
+Eberly 
+Executive Vice President, 
+2009 
+$ 
+270,032 
+$ 
+— 
+$ 
+39,512 
+$ 
+27,039 
+$ 
+336,583 
+President Meridian Life 
+2008 
+$ 
+259,373 
+$ 
+39,313 
+$ 
+— 
+$ 
+68,835 
+$ 
+— 
+$ 
+— 
+$ 
+25,226 
+$ 
+392,747 
+Science 
+2007 
+$ 
+250,121 
+$ 
+142,380 
+$ 
+87,761 
+$ 
+28,097 
+$ 
+508,359 
+1 
+The amounts shown in this column reflect payments made pursuant to the 2008
+Officers’ Performance Compensation Plan for fiscal 2008 and the 2007 Officers’ Performance
+Compensation Plan for fiscal 2007. No payments were made pursuant to the 2009 Officers’
+Performance Compensation Plan as the targets were not reached for fiscal 2009. 
+2 
+The amounts shown reflect the dollar amounts recognized for financial statement
+reporting purposes with respect to fiscal years 2009, 2008, and 2007 in accordance with SFAS
+No. 123(R) for prior grants. No expense is included in this table related to restricted stock
+issued November 12, 2008. Because the required earnings target for Meridian was not reached
+for fiscal 2009, the restricted shares have been cancelled. No expense is included in this
+table related to options issued November 12, 2007. Because the required earnings target was
+not reached for fiscal 2008, the options were forfeited. A discussion of the assumptions used
+in calculating these values may be found in Note 7(b) on page 66 to the Company’s Annual Report
+on Form 10-K filed November 30, 2009. 
+22 
+Table of Contents 
+3 
+See All Other Compensation charts below for amounts, which include certain Company
+contributions, perquisites and other personal benefits. 
+Fiscal 2009 
+John A. 
+Melissa A. 
+William J. 
+Antonio A. 
+Richard L. 
+Kraeutler 
+Lueke 
+Motto 
+Interno 
+Eberly 
+Retirement Contributions 
+$ 
+13,082 
+$ 
+13,082 
+$ 
+13,082 
+$ 
+17,412 
+$ 
+13,082 
+Auto Lease / Auto
+Allowance 
+16,642 
+7,500 
+14,052 
+27,029 
+9,794 
+Financial and Tax Planning 
+4,630 
+1,593 
+57,269 
+— 
+750 
+Restricted Stock Dividends 
+3,413 
+3,413 
+3,413 
+3,413 
+3,413 
+Totals 
+$ 
+37,767 
+$ 
+25,588 
+$ 
+87,816 
+$ 
+47,854 
+$ 
+27,039 
+4 
+Mr. Interno’s salary and bonus were �� 282,935 and € 0, respectively in 2009. Mr.
+Interno’s salary and bonus were € 276,640 and € 82,992, respectively in 2008. Mr. Interno’s
+salary and bonus were € 266,001 and € 166,250, respectively in 2007. All conversions were made
+at the average exchange rates for fiscal 2009, 2008, and 2007, respectively. 
+GRANTS OF PLAN-BASED AWARDS 3 
+There were no grants of plan-based awards earned during fiscal 2009. No expense is shown related
+to restricted shares issued November 12, 2008. Because the required earnings target for Meridian
+was not reached for fiscal 2009, the restricted shares were cancelled.
+Outstanding Equity Awards at Fiscal Year-End 
+The following table provides information on the current holdings of stock option awards by the NEOs
+under Meridian’s 2004 Equity Compensation Plan and the 1996 Stock Option Plan. The columns related
+to stock awards have been deleted because there are no outstanding stock awards held by any of the
+NEOs. There were no grants of plan-based award earned during fiscal 2009. No expense is shown
+related to restricted shares issued November 12, 2008. Because the required earnings target for
+Meridian was not reached for fiscal 2009, the restricted shares were cancelled.
+Under the Company’s stock option plans, general stock option awards have a ten-year term and vest
+in four equal annual installments from the date of grant. The Company’s performance-based options
+that have been earned to date, vest in three equal annual installments, beginning on the date of
+the earnings release indicating that performance targets were met for the period.
+23 
+Table of Contents 
+Equity 
+Incentive 
+Plan 
+Awards: 
+Number of 
+Number of 
+Number of 
+Securities 
+Securities 
+Securities 
+Underlying 
+Underlying 
+Underlying 
+Unexercised 
+Unexercised 
+Unexercised 
+Option 
+Option 
+Option(#) 
+Option(#) 
+Unearned 
+Exercise Price 
+Option Grant 
+Expiration 
+Name 
+Exercisable 
+Unexercisable 
+Options (#) 
+($) 
+Date 
+Date 
+John A. Kraeutler 
+— 
+123,751 
+3 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+5,250 
+2 
+— 
+— 
+$ 
+4.525 
+12/02/2003 
+12/02/2013 
+10,500 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+15,750 
+2 
+— 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+— 
+25,000 
+4 
+— 
+$ 
+33.090 
+01/28/2008 
+01/28/2018 
+— 
+25,000 
+5 
+— 
+$ 
+33.090 
+01/28/2008 
+01/28/2018 
+Melissa A. Lueke 
+— 
+22,500 
+3 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+5,250 
+2 
+— 
+— 
+$ 
+4.525 
+12/02/2003 
+12/02/2013 
+10,500 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+15,750 
+2 
+— 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+William J. Motto 
+— 
+113,063 
+3 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+7,988 
+1 
+— 
+— 
+$ 
+2.800 
+11/19/2002 
+11/19/2012 
+15,750 
+2 
+— 
+— 
+$ 
+4.525 
+12/02/2003 
+12/02/2013 
+15,750 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+15,750 
+2 
+— 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+Antonio A. Interno 
+— 
+22,500 
+3 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+10,500 
+2 
+— 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+Richard L. Eberly 
+— 
+22,500 
+3 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+5,250 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+10,500 
+2 
+— 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+1 
+Options vested on 12/31/2003. 
+2 
+Options vest 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. 
+3 
+Options vest on 10/01/2010. 
+4 
+Options vest on 01/22/2011. 
+5 
+Options vest on 01/22/2013. 
+24 
+Table of Contents 
+OPTION EXERCISES AND STOCK VESTED 
+Option Awards 
+Stock Awards 
+Number of 
+Number of 
+Shares 
+Value Realized 
+Shares 
+Value 
+Acquired on 
+on Exercise ($) 
+Acquired on 
+Realized On 
+Name 
+Exercise (#) 
+(1) 
+Vesting (#) 
+Vesting ($) 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+John A. Kraeutler 
+63,675 
+$ 
+1,149,686 
+— 
+$ 
+— 
+Antonio A. Interno 
+5,250 
+$ 
+91,350 
+— 
+$ 
+— 
+1 Amounts reflect the difference between the exercise price of the option and the market
+price at the time of exercise.
+NONQUALIFIED DEFERRED COMPENSATION 
+The following table sets forth, for each of the NEOs, certain information concerning nonqualified
+deferred compensation for fiscal 2009.
+Aggregate 
+Executive 
+Registrant 
+Earnings 
+Aggregate 
+Aggregate 
+Contributions 
+Contributions 
+during FY 
+Withdrawals / 
+Balance at 
+Name 
+during FY 2009 
+during FY 2009 
+2009 
+Distributions 
+09/30/2009 
+John A. Kraeutler 
+— 
+23,780 
+(4,198 
+) 
+— 
+180,789 
+Melissa A. Lueke 
+— 
+— 
+— 
+— 
+— 
+William J. Motto 
+— 
+— 
+— 
+— 
+— 
+Antonio A. Interno 
+— 
+— 
+— 
+— 
+— 
+Richard L. Eberly 
+— 
+— 
+— 
+— 
+— 
+Our 401(k) Savings Plan (“401(k) Plan”) allows all US 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 5 years.
+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.
+Antonio A. Interno, Senior Vice President, President and Managing Director of our European
+operations, is a non-US employee. Mr. Interno receives a profit sharing allocation that is
+commensurate with amounts received by executive officers who are US employees and participate in
+our 401(k) Plan. Mr. Interno also receives retirement contributions based on amounts contributed
+by Meridian Bioscience Europe srl pursuant to the Italian government pension system, INPS. The
+amount of such contribution was $11,680 for fiscal 2009.
+25 
+Table of Contents 
+A salary continuation agreement with John A. Kraeutler allows the Company to contribute amounts
+above the IRS limit. This agreement provides additional compensation after retirement or
+separation from the Company under certain circumstances and is funded by a life insurance policy
+with premiums paid by the Company.
+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 $1 million. These benefits are to
+be reduced by the gross amount of any life insurance payments or disability insurance payments made
+to Mr. Motto, or his beneficiaries as the case may be, under any insurance policy or program
+maintained by Meridian, other than group term life insurance programs maintained for all employees.
+Mr. Kraeutler and Meridian are parties to an employment agreement dated December 29, 2008, which
+sets forth compensation, non-competition, benefit and severance provisions and provides for a
+payment equal to three times Mr. Kraeutler’s base salary (plus any salary earned but not paid) and
+3-year average annual performance bonus if Mr. Kraeutler is terminated by Meridian without cause,
+Mr. Kraeutler terminates his employment for good reason or upon a change in control of Meridian.
+In the case of disability, Meridian is obligated to pay Mr. Kraeutler 100% of his base and
+performance compensation, averaged from the three preceding fiscal years, until age 65. This
+agreement was effective for a period of 36 months commencing December 29, 2008, automatically
+extending each day for additional 36-month periods until either party terminates the agreement.
+This agreement amended an earlier agreement, dated February 15, 2001, to comply with Section 409A
+and is similar in substance to the pre-existing agreement.
+Had a change in control occurred on September 30, 2009, Mr. Kraeutler would have been entitled to
+the following under the agreement:
+Salary 
+$ 
+1,354,046 
+Annual Performance Bonus 
+478,130 
+Total Payment 
+$ 
+1,832,176 
+DIRECTOR COMPENSATION 
+For 2009, non-employee directors of Meridian receive $30,000 per year for serving as directors and
+as members of committees of the Board. They also receive $1,500 for each meeting of the Board and
+$1,000 for each committee meeting attended. They receive $750 for each Board meeting and $500 for
+each committee meeting held by telephone. The Audit Committee Chairman receives an additional
+$8,000 annually and the Compensation Committee Chairman receives an additional $3,000 annually.
+The Board Secretary receives an additional $1,000 for serving at each meeting of a committee of
+which he is not a member. In accordance with the terms and conditions set forth in the Company’s
+2004 Equity Compensation Plan, each non-employee director is also granted a non-qualified option to
+26 
+Table of Contents 
+purchase 7,500 common shares at the time of election or re-election to the Board of Directors, with
+the exercise price being the closing sale price on Nasdaq reported on the date of grant. Directors
+who are employees of Meridian are not separately compensated for serving as directors.
+The following table provides information on compensation related to fiscal 2009 for non-employee
+directors who served during fiscal 2009.
+Fees 
+Change in 
+Earned 
+Pension Value 
+or 
+Non-Equity 
+and Nonqualified 
+Paid in 
+Stock 
+Option 
+Incentive Plan 
+Deferred 
+All Other 
+Cash 
+Awards 
+Awards 
+Compensation 
+Compensation 
+Compensation 
+Total 
+Name
+(1) 
+($) 
+($) 
+($) 1 
+($) 
+Earnings 
+($) 
+($) 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+(f) 
+(g) 
+(h) 
+James M. Anderson 
+$ 
+7,500 
+— 
+$ 
+36,001 
+— 
+— 
+— 
+$ 
+43,501 
+James A. Buzard 
+$ 
+46,500 
+— 
+$ 
+84,240 
+— 
+— 
+— 
+$ 
+130,740 
+Gary P. Kreider 
+$ 
+51,500 
+— 
+$ 
+84,240 
+— 
+— 
+— 
+$ 
+135,740 
+David C. Phillips 
+$ 
+54,500 
+— 
+$ 
+84,240 
+— 
+— 
+— 
+$ 
+138,740 
+Robert J. Ready 
+$ 
+46,500 
+— 
+$ 
+84,240 
+— 
+— 
+— 
+$ 
+130,740 
+1 
+The amounts shown reflect the dollar amounts recognized for financial statement
+reporting purposes with respect to fiscal year 2009 in accordance with SFAS No. 123(R). A
+discussion of the assumptions used in calculating these values may be found in Note 7(b) on
+page 66 to Company’s Annual Report on Form 10-K filed November 30, 2009. 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+The deadline for shareholder proposals to be included in the proxy statement for next year’s
+meeting is August 12, 2010.
+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 2011 Annual Shareholders’ Meeting, it must be received prior to October
+27, 2010. 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. 
+27 
+Table of Contents 
+QUESTIONS? 
+If you have questions or need more information about the annual meeting, write to:
+Melissa 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 the Computershare Shareholder Services at (888)
+294-8217.
+28 
+Table of Contents 
+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: 
+M18506-P85082 
+KEEP THIS PORTION FOR YOUR RECORDS 
+DETACH
+AND RETURN THIS PORTION
+ONLY 
+THIS PROXY CARD IS VALID ONLY WHEN
+SIGNED AND DATED. 
+MERIDIAN BIOSCIENCE, INC. 
+The Board of
+Directors recommends you vote 
+FOR the following proposal(s):
+1. 
+Authority to elect as
+directors the seven 
+nominees listed below. 
+Nominees: 
+For 
+Against 
+Abstain 
+1a. JAMES M. ANDERSON
+o 
+o 
+o 
+1b. JAMES A. BUZARD
+o 
+o 
+o 
+1c. JOHN A. KRAEUTLER
+o 
+o 
+o 
+1d. GARY P. KREIDER
+o 
+o 
+o 
+1e. WILLIAM J. MOTTO
+o 
+o 
+o 
+1f. DAVID C. PHILLIPS
+o 
+o 
+o 
+1g. ROBERT J. READY
+o 
+o 
+o 
+For address changes and/or comments, please check 
+this box and write them on the back where indicated. 
+o 
+Please indicate if you plan to attend this meeting. 
+o 
+o 
+Yes 
+No 
+For 
+Against 
+Abstain 
+2. 
+To
+ratify the appointment of Grant Thornton LLP as Meridian’s
+independent registered public accountants for fiscal 2010.
+o 
+o 
+o 
+NOTE: 
+Such other business as may properly come before the meeting or any
+postponement or adjournment thereof.
+Please sign
+exactly as your names(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 
+Table of Contents 
+Important
+Notice Regarding the
+Availability of Proxy Materials for the Annual Meeting: 
+The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com.
+M18507-P85082 
+Proxy - Meridian Bioscience, Inc. 
+This Proxy is submitted 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 21, 2010 at 2:00 p.m. at
+Holiday Inn, 4501 Eastgate Boulevard, Cincinnati, Ohio and any postponement or adjournment of such Annual Meeting.
+Address Changes/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.) 
+Table of Contents 
+*** Exercise Your Right to Vote *** 
+IMPORTANT NOTICE Regarding the Availability of Proxy Materials 
+MERIDIAN BIOSCIENCE, INC. 
+MERIDIAN BIOSCIENCE, INC.
+3471 RIVER HILLS DRIVE 
+CINCINNATI, OH 45244 
+Meeting Information 
+Meeting Type: ANNUAL 
+For holders as of: November 23, 2009 
+Date: January 21, 2010 Time: 2:00 PM LOCAL
+Location: 
+Holiday Inn 
+4501 Eastgate Boulevard 
+Cincinnati, Ohio 45245 
+You are receiving this communication because you hold shares in the above named company.
+This is not a ballot.
+You cannot use this notice to vote these shares.
+This communication presents only an overview of the more
+complete proxy materials that are available to you on the Internet. You may view the
+proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
+We encourage you to access and
+review all of the important information contained in the proxy materials before voting.
+See the reverse side of this notice to
+obtain proxy materials and voting instructions. 
+Table of Contents 
+— Before You Vote — 
+How to Access the Proxy Materials 
+Proxy Materials Available to VIEW or RECEIVE: 
+NOTICE AND PROXY STATEMENT ANNUAL REPORT
+How to View Online: 
+Have the 12-Digit Control Number available (located on the following page) and visit:
+www.proxyvote.com .
+How to Request and Receive a PAPER or E-MAIL Copy: 
+If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO
+charge for requesting a copy. Please choose one of the following methods to make your request:
+1) BY INTERNET :
+www.proxyvote.com 
+2) BY TELEPHONE :
+1-800-579-1639 
+3) BY E-MAIL* :
+sendmaterial@proxyvote.com 
+* 
+If requesting materials by e-mail, please send a blank e-mail with the 12-Digit Control Number
+(located on the following page) in the subject line. 
+Requests, instructions
+and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor.
+Please make the request as instructed above on or before January 7, 2010 to facilitate timely delivery.
+— How To Vote — 
+Please Choose One of the Following Voting Methods 
+Vote In Person: Many shareholder
+meetings have attendance requirements including, but not limited to, the possession of an
+attendance ticket issued by the entity holding the meeting. Please check the meeting materials
+for any special requirements for meeting attendance. At the Meeting you will need to request
+a ballot to vote these shares.
+Vote By Internet: To vote now
+by Internet, go to www.proxyvote.com . Have the 12 Digit Control Number available and follow the instructions.
+Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
+Table of Contents 
+Voting Items 
+The Board of Directors recommends you vote FOR 
+the following proposal(s): 
+1.
+Authority to elect as directors the seven nominees listed below. 
+Nominees: 
+1a. 
+JAMES M. ANDERSON 
+1b. 
+JAMES A. BUZARD 
+2. To ratify the appointment of Grant Thornton LLP as
+Meridian’s independent registered public accountants for fiscal 2010. 
+1c. 
+JOHN A. KRAEUTLER 
+1d. 
+GARY P. KREIDER 
+1e. 
+WILLIAM J. MOTTO 
+NOTE: Such other business as may properly come before
+the meeting or any postponement or adjournment thereof. 
+1f. 
+DAVID C. PHILLIPS 
+1g. 
+ROBERT J. READY

raw/proxies/0000794172/0000950123-09-069728/proxy_rpt.txt

@@ -0,0 +1,16 @@
+TRANSACTIONS WITH RELATED PERSONS 
+Todd Motto, the adult son of William J. Motto, is Vice President, Sales and Marketing. Todd Motto
+received $264,679 in compensation for fiscal 2009. This compensation consisted of base salary of
+$200,700, $8,850 of auto and professional allowances, $13,082 of retirement plan contributions,
+$38,634 related to stock option awards expense related to awards earned in previous years, and
+$3,413 for dividends on restricted stock granted under the 2004 Equity Compensation Plan.
+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
+12 
+Table of Contents 
+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

raw/proxies/0000794172/0000950123-10-111857/proxy_rpt.txt

@@ -0,0 +1,32 @@
+TRANSACTIONS WITH RELATED PERSONS 
+During fiscal 2010, Todd Motto, the adult son of William J. Motto, served as Vice President,
+Business Development (1/2010 — 9/2010) and Vice President, Sales and Marketing (10/2009 —
+12/2009). Todd Motto received $266,337 in compensation for fiscal 2010. This compensation
+consisted of $208,728 of base salary, $9,642 of auto and professional allowances, $12,373 of
+retirement plan contributions, $19,110 related to the fiscal 2010 restricted stock grant, $12,784
+related to stock option awards expense related to awards earned in previous years, and $3,700 for
+dividends on restricted stock granted under the 2004 Equity Compensation Plan. Effective September
+30, 2010, Todd Motto reduced his involvement with the Company and effective October 1, 2010 is
+Coordinator of Business Development.
+14 
+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.

raw/proxies/0000794172/0000950152-03-010439/proxy.txt

@@ -0,0 +1,1438 @@
+DEF 14A
+1
+l04580adef14a.htm
+MERIDIAN BIOSCIENCE, INC.
+MERIDIAN BIOSCIENCE, INC. 
+Table of Contents 
+SCHEDULE 14A 
+(RULE 14a-101) 
+INFORMATION REQUIRED IN PROXY STATEMENT 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) 
+of the Securities Exchange Act of 1934 
+(Amendment No. ___) 
+Filed by the Registrant þ
+Filed by a Party other than the Registrant 
+o
+Check the appropriate box:
+o 
+Preliminary Proxy Statement
+o 
+Confidential, for Use of the Commission Only (as
+permitted by Rule 14a-6(e)(2))
+þ 
+Definitive Proxy Statement
+o 
+Definitive Additional Materials
+o 
+Soliciting Material Under Rule 14a-12 
+Meridian Bioscience, Inc.
+(Name of Registrant as Specified In Its Charter)
+(Name of Person(s) Filing Proxy Statement if other
+than the Registrant)
+Payment of Filing Fee (Check the appropriate box):
+þ 
+No fee required. 
+o 
+Fee computed on table below per Exchange Act
+Rules 14a-6(i)(1) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies: 
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
+Per unit price or other underlying value of transaction computed
+pursuant to Exchange Act Rule 0-11 (set forth the amount on
+which the filing fee is calculated and state how it was
+determined): 
+(4) 
+Proposed maximum aggregate value of transaction: 
+(5) 
+Total fee paid: 
+o 
+Fee paid previously with preliminary materials. 
+o 
+Check box if any part of the fee is offset as provided by
+Exchange Act Rule 0-11(a)(2) and identify the filing for which
+the offsetting fee was paid previously. Identify the previous
+filing by registration statement number, or the Form or Schedule
+and the date of its filing. 
+(1) 
+Amount Previously Paid: 
+(2) 
+Form, Schedule or Registration Statement No.: 
+(3) 
+Filing Party: 
+(4) 
+Date Filed: 
+Table of Contents 
+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 22,
+2004 at Holiday Inn, 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. After the meeting we will have
+plant tours available for shareholders at our offices.
+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.
+Please complete, sign, date, and return your proxy card promptly in the
+enclosed envelope.
+Sincerely yours,
+/s/ William J. Motto
+William J. Motto 
+Chairman of the Board
+December 22, 2003
+Table of Contents 
+NOTICE OF ANNUAL MEETING 
+OF 
+SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC. 
+Time: 
+2:00 p.m., Eastern Time
+Date: 
+January 22, 2004
+Place: 
+Holiday Inn 
+4501 Eastgate Boulevard 
+Cincinnati, OH 45245
+Purpose: 
+• 
+Elect directors 
+• 
+Ratify appointment of PricewaterhouseCoopers LLP as Meridian’s
+independent public accountants for fiscal year 2004 
+• 
+Conduct other business if properly raised 
+Only shareholders of record on December 8, 2003 may vote at the meeting.
+The approximate mailing date of this Proxy Statement and accompanying Proxy
+Card is December 23, 2003.
+Your vote is important. Please complete, sign, date, and return your proxy
+card promptly in the enclosed envelope. 
+/s/ Melissa Lueke
+Melissa Lueke 
+Secretary
+December 22, 2003
+TABLE OF CONTENTS 
+GENERAL INFORMATION 
+ELECTION OF DIRECTORS 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+CORPORATE GOVERNANCE 
+REPORT OF THE AUDIT COMMITTEE 
+REPORT OF THE COMPENSATION COMMITTEE 
+PRINCIPAL SHAREHOLDERS 
+DIRECTORS AND EXECUTIVE OFFICERS 
+SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+SUMMARY COMPENSATION TABLE 
+OPTION GRANTS IN LAST FISCAL YEAR 
+FISCAL 2003 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES 
+PERFORMANCE GRAPH 
+QUESTIONS? 
+ANNEX A 
+MERIDIAN BIOSCIENCE, INC. AUDIT COMMITTEE CHARTER
+AS REVISED BY THE BOARD OF DIRECTORS ON JULY 24, 2003 
+Annual Meeting Proxy Card 
+Table of Contents 
+TABLE OF CONTENTS 
+Page 
+GENERAL INFORMATION 
+1 
+ELECTION OF DIRECTORS 
+1 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+3 
+CORPORATE GOVERNANCE 
+5 
+REPORT OF THE AUDIT COMMITTEE 
+7 
+REPORT OF THE COMPENSATION COMMITTEE 
+7 
+PRINCIPAL SHAREHOLDERS 
+9 
+DIRECTORS AND EXECUTIVE OFFICERS 
+10 
+SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+11 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+12 
+SUMMARY COMPENSATION TABLE 
+12 
+OPTION GRANTS IN LAST FISCAL YEAR 
+14 
+FISCAL 2003 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES 
+14 
+PERFORMANCE GRAPH 
+15 
+QUESTIONS? 
+16 
+MERIDIAN BIOSCIENCE, INC. AUDIT COMMITTEE CHARTER AS REVISED BY
+THE BOARD OF DIRECTORS ON JULY 24, 2003 
+A-1 
+Table of Contents 
+GENERAL INFORMATION 
+Who may vote 
+Shareholders of Meridian, as recorded in our stock register on December 8,
+2003, may vote at the meeting. As of that date, Meridian had 14,826,046 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 sign and return the enclosed proxy card but do not specify how to vote,
+we will vote your shares in favor of our director candidates and in favor of
+the ratification of PricewaterhouseCoopers LLP as Meridian’s independent public
+accountants for fiscal year 2004.
+If any other matters come before the meeting or any adjournment, 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, you may get material
+from them asking how you want to vote.
+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 16.
+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 six director candidates receiving the most votes will be elected to fill
+the seats on the Board. Ratification of appointment of accountants requires
+the favorable vote of a majority of the votes cast. Only votes for or against
+these proposals count. Abstentions and broker non-votes count for quorum
+purposes but not 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 adjournment, will
+require the affirmative vote of a majority of the votes cast.
+ELECTION OF DIRECTORS 
+(Item 1 on the Proxy Card) 
+The Nominating Committee of the Board of Directors has nominated for
+re-election all of the following current directors: James A. Buzard, John A.
+Kraeutler, Gary P. Kreider, William J. Motto, David C. Phillips and Robert J.
+Ready.
+-1-
+Table of Contents 
+Proxies solicited by the Board will be voted for the election of these
+nominees. All directors elected at the Annual 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 President, a Vice President or the Secretary of
+Meridian not less than 48 hours prior to the Annual Meeting. The proxies
+solicited include discretionary authority to cumulate votes.
+Four of our six nominees are not Meridian employees. Only non-employee
+directors serve on Meridian’s Audit, Compensation and Nominating committees.
+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 you vote FOR each of the following candidates:
+James A. Buzard, Ph.D.
+Director since 1990
+Age:76 
+James A. Buzard, Ph.D. was Executive Vice President of
+Merrell Dow Pharmaceuticals Inc. from March 1981 until
+December 1989. From December 1989 until his retirement
+in February 1990, he was Vice President of Marion
+Merrell Dow, Inc. He has been a business consultant
+since February 1990. 
+John A. Kraeutler
+Director since 1997
+Age:55 
+John A. Kraeutler has more than 25 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. 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. 
+Gary P. Kreider, Esq.
+Director since 1991
+Age:65 
+Gary P. Kreider serves as Chairman of the Compensation
+Committee. Mr. Kreider has been a Senior Partner of
+the Cincinnati law firm of Keating, Muething & Klekamp,
+P.L.L., counsel to Meridian, since 1975. He is also an
+Adjunct Professor of Law in securities at the
+University of Cincinnati College of Law and a director
+of LSI Industries Inc. 
+William J. Motto
+Director since 1977
+Age:62 
+William J. Motto has more than 35 years of experience
+in the pharmaceutical and diagnostics products
+industries, is a founder of Meridian and has been
+Chairman of the Board since 1977. 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. 
+-2-
+Table of Contents 
+David C. Phillips
+Director since 2000
+Age:65 
+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 serves
+as a director of Cintas Corporation and Summit Family
+of Mutual Funds. 
+Robert J. Ready
+Director since 1986
+Age:63 
+Robert J. Ready founded LSI Industries Inc.,
+Cincinnati, Ohio in 1976, which engineers, manufactures
+and markets commercial/industrial lighting and graphics
+products, and has served as its President and Chairman
+of its Board of Directors since that time. 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+(Item 2 on the Proxy Card) 
+Although not required, the Board is seeking shareholder ratification of the
+Audit Committee’s selection of PricewaterhouseCoopers LLP as Meridian’s
+independent public accountants for fiscal 2004. The affirmative vote of a
+majority of shares voting at the meeting is required for ratification. If
+ratification is not obtained, the Board intends to continue the employment of
+PricewaterhouseCoopers LLP at least through fiscal 2004. Representatives of
+PricewaterhouseCoopers LLP are expected to be present at the Shareholders’
+Meeting and will be given an opportunity to make a statement, if they so
+desire, and to respond to appropriate questions that may be asked by
+shareholders.
+Changes in the Company’s Certifying Accountant 
+On May 13, 2002, Meridian dismissed Arthur Andersen LLP as the independent
+public accountant to audit Meridian’s consolidated financial statements.
+Following a review of Meridian’s accounting services in recent years, the Board
+of Directors initiated a process to solicit bids from Deloitte & Touche LLP,
+Ernst & Young LLP, Grant Thornton LLP, and PricewaterhouseCoopers LLP. The
+Audit Committee of the Board of Directors, after reviewing audit proposals from
+all four firms selected PricewaterhouseCoopers as Meridian’s independent
+accountants to replace Arthur Andersen, effective May 13, 2002. The Company
+reported this change of accountant in a Current Report on Form 8-K filed with
+the SEC on May 13, 2002.
+Arthur Andersen’s report on Meridian’s financial statements for fiscal 2001 did
+not contain an adverse opinion or a disclaimer of opinion, nor was it qualified
+or modified as to uncertainty, audit scope, or accounting principles. During
+fiscal 2001 and the subsequent interim periods preceding the replacement of
+Arthur Andersen, there were no disagreements with Arthur Andersen on any matter
+of accounting principles or
+-3-
+Table of Contents 
+practices, financial statement disclosure, or
+auditing scope or procedure, which disagreement(s), if not resolved to the
+satisfaction of Arthur Andersen, would have caused them to make a reference to
+the subject matter of the disagreement(s) in connection with its report.
+Meridian has authorized Arthur Andersen to respond fully to any inquiries by
+PricewaterhouseCoopers.
+Arthur Andersen did not advise Meridian either during its fiscal year 2001 or
+during the subsequent interim periods preceding Arthur Andersen’s dismissal:
+Ø 
+that the internal controls necessary for Meridian to develop
+reliable financial statements did not exist; 
+Ø 
+that information had come to its attention that had led it to no
+longer be able to rely on management’s representations, or that had
+made it unwilling to be associated with the financial statements
+prepared by management; 
+Ø 
+of the need to expand significantly the scope of its audit, or that
+information had come to its attention during fiscal year 2001 or any
+subsequent interim periods that if further investigated might
+materially have impacted the fairness or reliability of either: (i) a
+previously issued audit report or the underlying financial statements,
+or (ii) the financial statements issued or to be issued covering the
+fiscal period(s) subsequent to the date of the most recent financial
+statements covered by an audit report, or have caused it to be
+unwilling to rely on management’s representations or be associated with
+Meridian’s financial statements; or 
+Ø 
+that information had come to its attention that it had concluded
+materially impacts the fairness or reliability of either (i) a
+previously issued audit report or the underlying financial statements,
+or (ii) the financial statements issued or to be issued covering the
+fiscal period(s) subsequent to the date of the most recent financial
+statements covered by an audit report, including information that,
+unless resolved to the accountant’s satisfaction, would prevent it from
+rendering an unqualified audit report on those financial statements. 
+During fiscal year 2001 and during the interim period prior to engaging
+PricewaterhouseCoopers, neither Meridian nor anyone on its behalf consulted
+PricewaterhouseCoopers regarding either: (i) the application of accounting
+principles to a specified transaction (either completed or proposed) or the
+type of audit opinion that might be rendered on Meridian’s financial
+statements, and no written report or oral advice was provided to Meridian that
+PricewaterhouseCoopers concluded was an important factor considered by Meridian
+in reaching a decision as to an accounting, auditing or financial reporting
+issue; or (ii) any matter that was the subject of either a disagreement or a
+reportable event.
+Meridian provided Arthur Andersen LLP with a copy of the foregoing disclosures
+and received from Arthur Andersen LLP a letter addressed to the Securities and
+Exchange Commission stating its agreement with such disclosures. A copy of the
+letter from Arthur Andersen was filed with the SEC as Exhibit 16 to the Form
+8-K.
+Principal Accounting Firm Fees: 
+Aggregate fees billed to Meridian by
+-4-
+Table of Contents 
+PricewaterhouseCoopers LLP for fiscal 2003
+were:
+Audit Fees 
+$ 
+203,550 
+Audit Related Fees 
+42,989 
+Tax Fees 
+173,488 
+All Other Fees 
+6,000 
+$ 
+426,027 
+CORPORATE GOVERNANCE 
+Meridian is an Ohio corporation and, therefore, governed by the corporate laws
+of Ohio. Since its stock is publicly traded on Nasdaq and it files reports
+with the Securities and Exchange Commission, it is also subject to NASD rules
+as well as various provisions of federal securities laws as recently changed by
+the Sarbanes-Oxley Act.
+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. It 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.
+During fiscal 2003, the Board of Directors met on six occasions and took action
+by writing on no occasions.
+Meridian expects all directors to attend shareholders meetings. Each director
+attended the 2003 Annual Shareholders’ Meeting, all meetings of the Board and
+all meetings of Committees of which he was a member.
+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.
+Shareholders desiring to submit recommendations for nominations by the
+Committee should direct them to the Chairman in care of the Company at its
+address shown on the cover page of this proxy statement.
+Non-employee directors of Meridian receive $12,000 per year for serving as a
+director and as members of committees of the Board. They also receive $1,000
+for each director or committee meeting attended, except if a committee meeting
+occurs on the same day as a directors’ meeting the committee meeting fee is
+$800. They receive $500 for each director or committee meeting held by
+telephone. The Audit Committee Chairman and Compensation Committee Chairman
+receive an additional $1,000 and $500, respectively, for each committee meeting
+held. Each non-employee director is also granted a non-qualified option to
+purchase 2,317 shares of Common Stock 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 immediately prior to the date of grant. Directors who are
+employees of Meridian are not separately compensated for serving as directors.
+At its meeting on July 24, 2003, the Board adopted the Audit Committee Charter
+attached to this proxy statement and a Code of Ethics for the Corporation. The
+Code of Ethics will be sent without charge on request to the Secretary of the
+Corporation.
+-5-
+Table of Contents 
+The independent directors will, during fiscal 2004, meet at least two times
+without the presence of management directors. The independent members of the
+Board had one such meeting in fiscal 2003.
+The directors have organized themselves into the committees described below.
+Each of these committees is composed of non-employee directors each of whom
+meets the relevant independence requirements established by Nasdaq and the
+Sarbanes-Oxley Act that apply to their particular assignments. Meridian does
+not have an Executive Committee of its Board of Directors.
+The Audit Committee is composed of David C. Phillips, Chairman, James A. Buzard
+and Robert J. Ready. It met 7 times last year.
+The Audit Committee operates pursuant to a Charter, a copy of which is attached
+to this proxy statement. The Committee reviews and assesses the adequacy of
+the Charter annually. On July 23, 2003 the Committee reviewed revisions to the
+Company’s Audit Committee Charter and recommended approval of the revised
+Charter by the Board of Directors. The Board of Directors approved the revised
+Charter on July 24, 2003.
+The Committee oversees the accounting and financial reporting processes of
+Meridian and the audits of its financial statements by its outside auditors.
+The Committee is solely responsible for the appointment, compensation,
+retention and oversight of Meridian’s outside auditor. The Audit Committee
+also evaluates information received from the outside auditor and Company
+management to determine whether the outside auditor is independent of
+management. The outside 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.
+At its meeting on July 23, 2003 the Committee reviewed a proposed Code of
+Ethics and recommended that the Board adopt that as the Code of Ethics for the
+Corporation. During the year the Committee has discussed with both
+Pricewaterhouse Coopers and management the Company’s actions to establish
+controls and procedures pursuant to new requirements of the Sarbanes-Oxley Act.
+Each of the Audit Committee members is able to read and understand fundamental
+financial statements. David C. Phillips has been designated as the Audit
+Committee financial expert and is independent as that term is used in Item
+7(d)(3)(iv) of Schedule 14A.
+The Audit Committee, or its Chairman, approves all audit and non-audit services
+performed for Meridian by its independent accountants prior to the time that
+those services are commenced. The Chairman reports to the full Committee at
+each of its meetings and the committee approves what he has done in the interim
+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.
+The Committee has submitted the following report to shareholders.
+-6-
+Table of Contents 
+REPORT OF THE AUDIT 
+COMMITTEE 
+On August 13, 2003, the Committee met with representatives of Pricewaterhouse
+Coopers and Meridian’s internal accountants and reviewed with them the proposed
+2003 Audit Plan, areas warranting particular concentration on the audit and the
+effects of new accounting pronouncements. The PricewaterhouseCoopers
+representatives reviewed with the Committee written disclosures required by the
+Independence Standards Board Standard No. 1 regarding independence of the
+public accountants and presented a letter regarding that matter to the
+Committee.
+At its meeting on November 17, 2003, the Committee reviewed with management,
+PricewaterhouseCoopers and Meridian’s accounting officers the results of the
+audit for fiscal 2003, including the audited financial statements. The
+Committee reviewed the requirements of its Charter previously adopted and the
+reports that were required to be disclosed to the Committee. The Committee
+discussed with PricewaterhouseCoopers the matters required to be discussed by
+Statement on Auditing Standards No. 61.
+The Committee met on December 12, 2003 to review a draft of the Form 10-K.
+Based on their review 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, 2003 for filing with the
+Securities and Exchange Commission. At the same meeting the Committee retained
+Pricewaterhouse Coopers LLP as Meridian’s independent public accountants for
+fiscal 2004 and directed that shareholder ratification of that selection be
+sought at the 2004 Annual Shareholders’ Meeting. As part of its deliberations,
+the Committee determined that PricewaterhouseCoopers was independent of
+Meridian.
+Respectfully submitted,
+Audit Committee
+David C. Phillips (Chairman) 
+Robert J. Ready 
+James A. Buzard
+The Compensation Committee is responsible for establishing compensation for
+management and administering Meridian’s stock option plans.
+In determining the compensation of the Chief Executive Officer, the Committee’s
+deliberations and voting take place without his presence.
+The Compensation Committee met two times and took action in writing two times
+during fiscal 2003.
+The report of the Compensation Committee follows.
+REPORT OF THE COMPENSATION 
+COMMITTEE 
+Meridian’s Compensation Committee is composed of Messrs. Kreider (Chairman),
+Buzard, Phillips and Ready. The Compensation Committee is responsible for
+establishing compensation for executive officers, establishing salary levels
+and bonus plans, making bonus awards and otherwise dealing in all matters
+concerning compensation of the executive officers and awarding stock options
+for all employees.
+At other meetings throughout the year, the Committee also awarded stock options
+to officers and employees pursuant to Meridian’s Stock Option Plan.
+-7-
+Table of Contents 
+The results of the Committee’s deliberations for fiscal 2003 as they pertain to
+the five most highly compensated officers are presented in the Summary
+Compensation Table.
+At its meeting on April 23, 2003, the Compensation Committee established a
+death and disability program for Mr. Motto designed to replace the Company’s
+split dollar life insurance program. That plan is described in footnotes to
+the Summary Compensation Table.
+At its meeting on November 18, 2003, the Committee established salary levels
+for executive officers for fiscal 2004, which included increases of
+approximately 4% plus merit adjustments in certain cases. They also
+established a fiscal 2004 bonus award based on target net earnings levels from
+$7,800,000 to $8,600,000. In addition, they awarded options to purchase
+107,000 common shares, which will vest over a 3-year period commencing at such
+time as Meridian’s net income for fiscal 2004 is determined. If such net
+income is less than $8,200,000, those options will become void.
+Respectfully submitted,
+Compensation Committee
+Gary P. Kreider (Chairman) 
+Robert J. Ready 
+James A. Buzard 
+David C. Phillips
+Nominating Committee 
+Meridian’s Board of Directors formed a Nominating Committee on November 18,
+2003 consisting of Robert J. Ready, Chairman, James A. Buzard and David C.
+Phillips. The Committee met on that date and nominated the current directors
+for re-election. The Board of Directors has established a Charter for the
+Nominating Committee which is available free of charge by request to the
+Secretary of the Corporation. Shareholders desiring to submit recommendations
+for nominations by the Committee should direct them to the Chairman in care of
+the Company at its address shown on the cover page of this proxy statement.
+-8-
+Table of Contents 
+PRINCIPAL SHAREHOLDERS 
+William J. Motto, Chairman of the Board, and Putnam Investment Management, LLC
+are the only shareholders known by Meridian to own beneficially 5% or more of
+its outstanding Common Stock as of December 8, 2003. Information has been
+furnished by the persons listed and/or has been obtained from reports filed by
+the persons listed with the Securities and Exchange Commission:
+Amount and Nature of 
+Name of Beneficial Owner 
+Beneficial Ownership 
+Percent of Class 
+William J. Motto 1 
+4,007,146 
+26.9 
+% 
+Putnam Investments, LLC 2 
+1,181,240 
+8.0 
+% 
+1 The business address of Mr. Motto is 3471 River Hills Drive, Cincinnati, Ohio
+45244. The shares of Common Stock reported as beneficially owned by Mr. Motto
+include 35,000 shares subject to options exercisable within 60 days.
+2 Based on Schedule 13G/A filed on August 11, 2003. The business address of
+Putnam Investment Management, LLC is One Post Office Square, Boston,
+Massachusetts 02109.
+-9-
+Table of Contents 
+DIRECTORS AND EXECUTIVE OFFICERS 
+This table lists the executive officers and directors of Meridian and shows how
+much common stock each owned on December 8, 2003.
+Common Stock 
+Beneficially Owned 
+Name 
+Position 
+Amount 1 
+Percentage 2 
+William J. Motto 
+Chairman of the Board 
+4,007,146 
+2 
+26.9 
+% 
+of Directors, Chief 
+Executive Officer 
+John A. Kraeutler 
+President, Chief 
+306,046 
+2.0 
+% 
+Operating Officer and 
+Director 
+Antonio A. Interno 3 
+President, Managing 
+246,876 
+1.7 
+% 
+Director of Meridian 
+Bioscience Europe 
+Richard L. Eberly 4 
+Executive Vice 
+69,875 
+* 
+President, General 
+Manager Meridian Life 
+Science 
+Kenneth J. Kozak 5 
+Vice President, 
+29,100 
+* 
+Research and 
+Development 
+Melissa A. Lueke 6 
+Vice President, Chief 
+33,100 
+* 
+Financial Officer and 
+Secretary 
+Susan A. Rolih 7 
+Vice President of 
+15,000 
+* 
+Regulatory Affairs & 
+Quality Systems 
+Lawrence J. Baldini 8 
+Vice President of 
+15,000 
+* 
+Operations 
+James A. Buzard, Ph.D. 9,
+10, 11 
+Director 
+27,930 
+* 
+Gary P. Kreider 10, 12 
+Director 
+47,080 
+* 
+Robert J. Ready 9, 10,
+11 
+Director 
+29,635 
+* 
+David C. Phillips 9, 10,
+11 
+Director 
+12,951 
+* 
+All Executive Officers and
+Directors as a Group 
+4,839,739 
+31.5 
+% 
+1 Includes options exercisable within 60 days from Mr. Motto of 60,000 shares,
+Mr. Kraeutler of 226,038 shares, Mr. Interno of 22,000 shares, Mr. Eberly of
+69,775 shares, Mr. Kozak of 29,100 shares, Mr. Buzard of 23,172 shares, Mr.
+Kreider of 19,536 shares, Ms. Lueke of 20,500 shares, Mr. Phillips of 6,951
+shares, Mr. Ready of 23,172 shares, Ms. Rolih of 15,000 shares, and Mr. Baldini
+of 10,000 shares.
+2 See description of Common Stock ownership contained under “Principal
+Shareholders.”
+-10-
+Table of Contents 
+3 Antonio A. Interno was appointed as a Vice President in August 1991,
+appointed a Senior Vice President in September 1997, and appointed as
+President, Managing Director of Meridian Bioscience Europe in October 2003. He
+has been Managing Director of Meridian’s European subsidiaries, Meridian
+Bioscience Europe since February 1990.
+4 Richard L. Eberly was appointed Vice President of Sales and Marketing on
+January 10, 1997, appointed an Executive Vice President in May 2000, and
+appointed Executive Vice President, General Manager of Meridian Life Science in
+February 2003. He has over 12 years of experience in the medical diagnostic
+industry and joined Meridian in January 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.
+5 Kenneth J. Kozak joined Meridian in October 1987 and was appointed Vice
+President, Research and Development, on May 17, 1999. Prior to this
+appointment, Mr. Kozak served as Director of Product Development for Meridian.
+Before joining Meridian, Mr. Kozak held a variety of positions at the
+University of Cincinnati College of Medicine.
+6 Melissa A. Lueke was appointed Vice President, Chief Financial Officer and
+Secretary on January 23, 2001. 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.
+7 Susan A. Rolih was appointed Vice President of Regulatory Affairs and Quality
+Systems on May 29, 2001. Before joining Meridian, Ms. Rolih held various
+regulatory and quality positions with Immucor, Inc.
+8 Lawrence J. Baldini was appointed Vice President of Operations on April 3,
+2001. Before joining Meridian, Mr. Baldini held various operations management
+positions with Instrumentation Laboratories and Fisher Scientific.
+9 Audit Committee Member.
+10 Compensation Committee Member.
+11 Nominating Committee Member.
+12 Includes 145 shares held by his wife, 1,000 shares held as custodian for his
+minor child and 5,122 shares held by trusts of which Mr. Kreider is trustee and
+a beneficiary. Also includes Meridian debentures convertible into 1,492 shares.
+* Less than one percent.
+SECTION 16 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 Securities and Exchange Commission. 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 except
+the following. A Form 4 to be filed on behalf of Mr. Ken Kozak was filed late.
+The Form 4 was in regards to 100 shares of common stock awarded to Mr. Kozak on
+October 22, 2002. On August 25, 2003, three Forms 4 were filed on behalf of
+Mr. Antonio Interno late. The Forms 4 were in regard to sales of Meridian
+common stock. The dates of the three transactions were August 5, 19 and 20. A
+Form
+-11-
+Table of Contents 
+4 filed on behalf of Mr. John Kraeutler was filed late. The Form 4 was in
+regards to a sale of Meridian common stock.
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+Gary P. Kreider, who is Chairman of the Compensation Committee, is a
+senior partner of Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, a law
+firm that provided legal services to Meridian in fiscal 2003.
+SUMMARY COMPENSATION TABLE 
+Annual Compensation 
+Name and Principal Position 
+Securities 
+Underlying 
+All Other 
+Year 
+Salary 
+Bonus 
+Options 
+Compensation 
+William J. Motto 1 
+2003 
+$ 
+395,000 
+$251,813 
+25,000 
+$ 
+204,483 
+Chairman of the Board of
+Directors, 
+2002 
+387,700 
+-0- 
+55,000 
+41,779 
+Chief Executive Officer 
+2001 
+387,700 
+-0- 
+20,000 
+50,298 
+John A. Kraeutler 2 
+2003 
+$ 
+294,000 
+$187,425 
+25,000 
+$ 
+96,133 
+President, Chief Operating Officer 
+2002 
+280,700 
+-0- 
+55,000 
+23,687 
+2001 
+280,700 
+-0- 
+50,000 
+32,165 
+Antonio A. Interno 3 
+2003 
+$ 
+239,883 
+$152,925 
+10,000 
+$ 
+20,200 
+Senior Vice President, Managing 
+2002 
+198,200 
+-0- 
+10,000 
+20,200 
+Director MDE 
+2001 
+192,100 
+-0- 
+10,000 
+16,200 
+Richard L. Eberly 4 
+2003 
+$ 
+205,000 
+$108,906 
+10,000 
+$ 
+37,300 
+Executive Vice President, Sales, 
+2002 
+177,700 
+-0- 
+10,000 
+27,480 
+Marketing and Operations 
+2001 
+177,700 
+-0- 
+35,000 
+22,532 
+Melissa A. Lueke 5 
+2003 
+$ 
+163,000 
+$103,913 
+10,000 
+$ 
+27,304 
+Vice President, Chief Financial 
+2002 
+157,800 
+-0- 
+10,000 
+13,686 
+Officer and Secretary 
+2001 
+145,900 
+-0- 
+30,000 
+13,759 
+1 “All Other Compensation” for Mr. Motto includes (a) car allowances of
+$14,600, $16,579 and $14,297 in 2003, 2002 and 2001, respectively, (b)
+professional allowances of $25,000, $15,200 and $15,000 in 2003, 2002 and
+2001, respectively, (c) premiums paid under Meridian’s Split-Dollar Life
+Insurance Program of $11,697 in 2001, and (d) amounts accrued under
+Meridian’s Savings and Investment Plan. Also included are $154,883
+representing loans forgiven that were incurred by Mr. Motto in connection
+with the Split-Dollar Life Insurance Program, which has been terminated.
+Todd Motto, the adult son of William J. Motto, is Vice President Sales and
+Marketing Meridian Bioscience Europe. Todd Motto received approximately
+$107,000 in compensation for fiscal 2003.
+2 “All Other Compensation” for Mr. Kraeutler includes (a) car allowances of
+$11,216, $12,595 and $10,280 in 2003, 2002 and 2001, respectively, (b)
+professional allowances, (c) premiums paid under Meridian’s Split-Dollar
+Life Insurance Program of $8,948 in 2001 and (d) amounts accrued under
+Meridian’s Savings and Investment Plan of $10,000, $9,986 and $11,247 in
+2003, 2002 and 2001, respectively. Also included are $69,917 representing
+loans forgiven that were incurred by Mr. Kraeutler in connection with the
+Split-Dollar Life Insurance Program, which has been terminated. Mr.
+Kraeutler and Meridian are parties to an employment agreement dated February
+15, 2001 which sets forth compensation, non-competition, benefit and
+severance
+-12-
+Table of Contents 
+provisions and provides for a payment equal to three times Mr.
+Kraeutler’s base salary (plus any salary earned but not paid) upon the
+occurrence of certain events, including a change in control of Meridian.
+The agreement is effective for a period of 36 months commencing February 15,
+2001, automatically extending until either party terminates the agreement.
+3 “All Other Compensation” for Mr. Interno includes (a) car allowances of
+$16,200 in 2003, 2002 and 2001 and (b) amounts accrued under Meridian’s
+Savings and Investment Plan. The increase in Mr. Interno’s salary during
+fiscal 2002 reflects changes in exchange rates. There was no change to the
+amount of salary in local currency during fiscal 2002.
+4 “All Other Compensation” for Mr. Eberly includes (a) car allowances of
+$8,472, $13,650 and $6,966 in 2003, 2002 and 2001, respectively, (b)
+premiums paid under Meridian’s Split-Dollar Life Insurance Program of $4,190
+in 2002, (c) amounts accrued under Meridian’s Savings and Investment Plan of
+$10,000, $9,640 and $9,706 in 2003, 2002 and 2001, respectively and (d)
+reimbursement for education related expenses of $5,860 in 2001. Also
+included are $15,828 representing loans forgiven that were incurred by Mr.
+Eberly in connection with the Split-Dollar Life Insurance Program, which has
+been terminated.
+5 “All Other Compensation” for Ms. Lueke includes (a) car allowances of
+$5,000, $5,000 and $3,000 in 2003, 2002 and 2001, respectively, (b) premiums
+paid under Meridian’s Split-Dollar Life Insurance Program and (c) amounts
+accrued under Meridian’s Savings and Investment Plan of $7,757, $8,686 and
+$8,030 in 2003, 2002 and 2001, respectively. Also included are $13,547
+representing loans forgiven that were incurred by Ms. Lueke in connection
+with the Split-Dollar Life Insurance Program, which has been terminated.
+In April 2003, Meridian entered into an agreement with Mr. Motto creating a
+death and disability program to replace the Corporation’s split dollar life
+insurance program. The Agreement provides for disability compensation of
+60% of average salary and bonus in the last three completed fiscal years to
+be paid for five years from the date of disability until death, reduced by
+any payments made through other policies maintained by Meridian. If Mr.
+Motto dies while employed or while receiving the disability payments, the
+Company would pay his designated beneficiaries $1,000,000 reduced by
+payments made as disability compensation and reduced by any other insurance
+on Mr. Motto’s life maintained by Meridian. The Agreement also provides for
+the maintenance of health insurance on Mr. Motto and his spouse and their
+survivor for five years after Mr. Motto’s separation from employment because
+of death or disability and provides a right of registration for Mr. Motto on
+three occasions for the purpose of public resale under the Securities Act of
+1933 of Meridian securities owned by him.
+-13-
+Table of Contents 
+OPTION GRANTS IN LAST FISCAL YEAR 
+Potential Realized Value 
+at Assumed Annual Rates 
+Number of 
+of Price Appreciation for 
+Securities 
+% of Total Options 
+Exercise 
+Option Term 
+Underlying 
+Granted to 
+Price 
+Options 
+Employees in Fiscal 
+($/Per 
+Expiration 
+Names 
+Granted 
+2002 
+Share) 
+Date 
+5% 
+10% 
+William J. Motto 
+21,450 
+13 
+% 
+$ 
+6.93 
+11/19/12 
+$ 
+242,133 
+$ 
+385,556 
+3,550 
+2 
+% 
+6.30 
+11/19/12 
+36,430 
+58,009 
+John A. Kraeutler 
+25,000 
+15 
+% 
+6.30 
+11/19/12 
+256,551 
+408,514 
+Antonio A. Interno 
+10,000 
+6 
+% 
+6.30 
+11/19/12 
+102,620 
+163,406 
+Richard L. Eberly 
+10,000 
+6 
+% 
+6.30 
+11/19/12 
+102,620 
+163,406 
+Melissa A. Lueke 
+10,000 
+6 
+% 
+6.30 
+11/19/12 
+102,620 
+163,406 
+FISCAL 2003 OPTION EXERCISES 
+AND FISCAL YEAR-END OPTION VALUES 
+Number of Securities 
+Value of Unexercised 
+Underlying Unexercised 
+In-the-Money Options at 
+Options at FY-End 
+FY-End 
+Shares Acquired 
+Value 
+Name 
+on Exercise 
+Realized 
+Exercisable/Unexercisable 
+Exercisable/Unexerciable 
+William J. Motto 
+$ 
+— 
+$ 
+— 
+60,000 / 60,000 
+$149,724 / $305,130 
+John A. Kraeutler 
+38,971 
+205,211 
+226,038 / 67,500 
+514,548 / 328,681 
+Antonio A. Interno 
+23,407 
+77,194 
+22,000 / 12,500 
+37,300 / 60,406 
+Richard L. Eberly 
+— 
+— 
+69,775 / 23,750 
+197,765 / 139,259 
+Melissa A. Lueke 
+5,000 
+32,050 
+20,500 / 22,500 
+65,084 / 135,706 
+-14-
+Table of Contents 
+PERFORMANCE GRAPH 
+The following graph shows the yearly percentage change in Meridian’s
+cumulative total shareholder return on its Common Stock as measured by dividing
+the sum of (A) the cumulative amount of dividends, assuming dividend
+reinvestment during the periods presented and (B) the difference between
+Meridian’s share price at the end and the beginning of the periods presented;
+by the share price at the beginning of the periods presented with the Wilshire
+5000 Equity Index and a Peer Group Index. The Peer Group consists of Apogent
+Technologies, Inc., Biomerica, Inc., Biosite, Inc., Diagnostic Products Corp.,
+Hycor Biomedical, Inc., Idexx Laboratories Corp., Neogen Corp., Quidel Corp.
+and Trinity Biotech Plc.
+-15-
+Table of Contents 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+The deadline for shareholder proposals to be included in the Proxy
+Statement for next year’s meeting is August 23, 2004.
+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 2005 Annual Shareholders’ Meeting, it must be received prior
+to November 5, 2004. If there is a change in the anticipated date of next
+year’s annual meeting or these deadlines by more than 30 days, we will notify
+you of this change through our Form 10-Q filings.
+Meridian’s Code of Regulations provides that only persons nominated by an
+officer, director or in writing by a shareholder at least five days prior to
+the meeting at which directors are to be selected shall be eligible for
+election.
+QUESTIONS? 
+If you have questions or need more information about the annual meeting,
+write to:
+Melissa Lueke, 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 the Computershare Shareholder
+Services at 1-888-294-8217.
+-16-
+Table of Contents 
+ANNEX A 
+MERIDIAN BIOSCIENCE, INC. 
+AUDIT COMMITTEE CHARTER 
+AS REVISED BY THE BOARD OF DIRECTORS ON JULY 24, 2003 
+I. PURPOSE
+The primary function of the Audit Committee is to assist the Company in
+maintaining the integrity of its financial statements and to assist it in
+providing full and fair disclosure of the financial aspects of its operations.
+This function applies to the Company’s financial reports, financial press
+releases, filings with the Securities and Exchange Commission and other
+financial information provided by the Company to any governmental body or the
+public; the Company’s systems of internal controls regarding finance,
+accounting, legal compliance and ethics that management and the Board have
+established; and the Company’s auditing, accounting and financial reporting
+processes generally. Consistent with this function, the Committee should
+encourage continuous improvement of, and should foster adherence to, the
+Company’s policies, procedures and practices at all levels. The Committee
+shall:
+Serve as an independent and objective party to monitor the Company’s
+financial reporting process and internal control system.
+Review and appraise the audit efforts of the Company’s independent public
+accountants.
+Provide an open avenue of communication among the independent public
+accountants, financial and senior management and the Board.
+The Committee is authorized to employ, at the Company’s expense, any
+outside experts, legal counsel, accountants or other personnel deemed by the
+Committee in its collective judgment to be reasonably necessary, and in the
+best interest of the Company and its shareholders, to enable the Committee to
+fulfill its responsibilities.
+II. COMPOSITION
+The Committee shall be comprised of three or more directors as determined
+by the Board, each of whom shall satisfy the independence and financial
+literacy requirements prescribed by the NASD and Section 10A of the Securities
+Exchange Act. At least one member of the Committee shall be an audit committee
+financial expert as defined under the United States Securities and Exchange
+Commission rules promulgated pursuant to § 407 of the Sarbanes-Oxley Act of
+2002.
+The members of the Committee shall be elected by the Board at the annual
+organizational meeting of the Board and serve until their successors shall be
+duly elected and qualified. Unless a Chairman is elected by the Board, the
+members of the Committee shall designate a Chair.
+A-1
+Table of Contents 
+III. MEETINGS
+The Committee shall meet at least four times annually, and more frequently
+as circumstances dictate. As part of its job to foster open communication, the
+Committee should meet at least annually with management, the chief financial
+officer and the independent public accountants in separate executive sessions
+to discuss any matters that the Committee or any of these groups believe should
+be discussed independently. In addition, the Committee or at least its Chair
+should meet with the independent accountants and management quarterly to review
+the Company’s financials. The Committee shall maintain minutes of its meetings
+and activities.
+IV. RESPONSIBILITIES AND DUTIES
+To fulfill its responsibilities and duties the Committee shall:
+Documents/Reports Review 
+1. 
+Review and update this Charter annually. 
+2. 
+Review the Company’s annual financial statements, financial
+press releases, and any reports or other financial information
+submitted to any governmental body, or the public, including any
+certification, report, opinion, or review rendered by the
+independent accountants. This information should be sent to the
+Committee at least 24 hours before release. 
+Independent Accountants
+3. 
+Appoint, compensate and oversee the independent public
+accountants who audit the Company’s financial statements and
+consider their independence and effectiveness. On an annual basis,
+the Committee shall ensure the receipt from the independent public
+accountants of their formal written statement delineating all
+relationships between them and the Company. The Committee shall, as
+appropriate, also discuss with the auditor any undisclosed
+relationships or non-accounting services rendered to the Company or
+any of its affiliates that could impact the objectivity and
+independence of the independent public accountants, and take, or
+recommend that the Board take, appropriate action to oversee the
+independence of the independent accountants. 
+4. 
+Evaluate the performance of the independent public
+accountants and discharge the independent public accountants when
+circumstances warrant. 
+5. 
+Review most recent report of the Public Company Accounting
+Oversight Board of its examination of the Company’s independent
+public accountant. 
+6. 
+Ensure that lead audit partner of the independent public
+accountant and the audit partner responsible for reviewing the audit
+are rotated off the audit at least every five years with a five year 
+A-2
+Table of Contents 
+cooling off period. Ensure that all audit partners are rotated off
+the audit at least every seven years with a two year cooling off
+period. 
+7. 
+Pre-approve all audit and non-audit services and their
+accompanying fees to be performed by the Company’s independent
+public accountants. The Committee may delegate this function to the
+Chairman of the Committee between meetings, with an obligation to
+report any actions to the Committee. 
+The auditors may not perform: 
+• 
+bookkeeping, 
+• 
+financial information and systems design and implementation, 
+• 
+appraisal or valuation services or contribution-in-kind reports, 
+• 
+fairness opinions, 
+• 
+actuarial services, 
+• 
+internal audit outsourcing services, 
+• 
+management functions or human resources, 
+• 
+brokers or dealer, investment advisor
+or investment banking services, 
+• 
+legal services and expert services
+unrelated to the audit, and 
+• 
+any other service that the Accounting
+Oversight Board determines by regulation is
+impermissible. 
+8. 
+Ensure disclosure in the Company’s Form 10-K filed with the
+SEC of any non-audit services approved to be performed by the
+Company’s independent public accountants. 
+9. 
+Periodically consult with the independent public accountants
+out of the presence of management about internal controls, the
+fullness and accuracy of the Company’s financial statements, and the
+adequacy/capability of financial staff given the business and
+changes in operations. 
+10. 
+Review with the independent public accountants the
+coordination of audit work to assure completeness of coverage,
+reduction of redundant efforts, and the effective use of audit
+resources. 
+11. 
+Discuss with the independent accountants any major risk
+areas, critical accounting policies employed by the Company and any
+preferred accounting policies that differ from those being employed
+by the Company. 
+A-3
+Table of Contents 
+Financial Reporting Processes 
+12. 
+Meet with the independent accountants and the appropriate
+company financial staff to plan the scope of each audit prior to
+commencement of each audit process. 
+13. 
+In consultation with the independent public accountants,
+review the integrity of the Company’s financial reporting processes,
+both internal and external. 
+14. 
+Consider the independent accountants’ judgments about the
+quality and appropriateness of the Company’s accounting principles
+as applied in its financial reporting. 
+15. 
+Advise financial management and the independent public
+accountants that they are expected to provide a timely analysis of
+significant current financial reporting issues and practices.
+Consider and approve, if appropriate, major changes to the Company’s
+auditing and accounting principles and practices as suggested by the
+independent accountants or management as developed by the Committee. 
+16. 
+Continue the process of reporting to the Committee by each of
+management and the independent public accountants regarding any
+significant judgments made in management’s preparation of the
+financial statements and the view of each as to appropriateness of
+such judgments. 
+17. 
+At least annually, review a report from the independent
+public accountants as to all critical accounting policies and
+practices, alternative treatments with financial information within
+GAAP discussed with management, ramifications of the use of
+alternative disclosures, the treatment preferred by the independent
+public accounts in each instance, management letters and other
+communications. 
+Process Improvement 
+18. 
+Following completion of the annual audit, review separately
+with each of management and the independent public accountants any
+significant difficulties encountered during the course of the audit,
+including any restrictions on the scope of work or access to
+required information. 
+19. 
+Resolve any disagreements between management and the
+independent public accountants in connection with the preparation of
+the financial statements. 
+20. 
+Consider and review with the independent public accountant: 
+a. 
+The adequacy of the Company’s internal controls
+including computerized information system controls and
+security. 
+b. 
+Report related findings and recommendations of
+the independent public accountant together with management’s
+responses. 
+A-4
+Table of Contents 
+21. 
+Review with the independent public accountants and management
+the extent to which changes or improvements in financial or
+accounting practices, as approved by the Committee, have been
+implemented. This review should be conducted at an appropriate time
+after implementation of changes or improvements, as decided by the
+Committee. 
+22. 
+Review specifically all repeat audit points and
+recommendations not implemented from prior audits. 
+Ethical and Legal
+Compliance 
+23. 
+Establish, review and update periodically a Code of Ethics, a
+Corporate Securities Trading Policy, Foreign Corrupt Practices Act
+Policy and a Code of Ethical Conduct for financial managers and
+ensure that these items are published to employees. 
+24. 
+Review management’s monitoring of the Company’s compliance
+with these codes and policies, and review the systems management has
+in place to ensure that the Company’s financial statements, reports
+and other financial information disseminated to governmental
+organizations, and the public satisfy legal requirements. 
+25. 
+Establish and maintain procedures for the receipt, retention
+and treatment of complaints received by the Company regarding
+accounting, internal accounting controls and auditing matters and
+for the confidential, anonymous submission by employees and others
+of concerns regarding questionable accounting or auditing matters. 
+26. 
+Review activities, organizational structure, and
+qualifications of any internal audit efforts. 
+27. 
+Review with the Company’s counsel, any legal or regulatory
+matter that could have a significant impact on the Company’s
+financial statements. 
+28. 
+Review and approve all related-party transactions. 
+29. 
+Perform any other activities consistent with this Charter,
+the Company’s By-laws and governing law, as the Committee or the
+Board deems necessary or appropriate. 
+30. 
+Recommend to the Company whether the audited financial
+statements should be included in the annual Form 10-K for submission
+to the Securities and Exchange Commission. 
+31. 
+Prepare a Report of the Audit Committee for transmission to
+shareholders through the annual Proxy Statement. 
+A-5
+Table of Contents 
+32. 
+Review the process utilized by management in presenting
+certifications as to the financial statements to the Securities and
+Exchange Commission. 
+33. 
+Review policies and procedures with respect to officers’
+expense accounts and perquisites, including their use of corporate
+assets and request from the independent public accountant and review
+a report as to all loans or extensions of credit by the Company to
+its officers. 
+34. 
+Determine whether the provision of non-audit services by the
+independent accountants is compatible with their independence. 
+A-6
+Table of Contents 
+[ ]
+Mark this box with an X if you have made
+changes to your name or address details above. 
+Annual Meeting Proxy Card 
+A Election of Directors 
+1. The Board of Directors recommends a vote FOR the listed nominees.
+For
+Withhold
+For
+Withhold 
+01 — James A. Buzard 
+[ ]
+[ ]
+04 — William J. Motto
+[ ]
+[ ] 
+02 — John A. Kraeutler 
+[ ]
+[ ]
+05 — David C. Phillips
+[ ]
+[ ] 
+03 — Gary P. Kreider 
+[ ]
+[ ]
+06 — Robert J. Ready
+[ ]
+[ ] 
+B Issues 
+The Board of Directors recommends a vote FOR the following proposal.
+2. To ratify the appointment of PricewaterhouseCoopers LLP as independent 
+For
+Against
+Abstain 
+public accountants for fiscal 2004. 
+[ ]
+[ ]
+[ ] 
+C Authorized Signatures — Sign Here — This section must be completed for your
+instructions to be executed. 
+NOTE: Please sign exactly as name appears hereon indicating, where proper,
+official position or representative capacity. In the case of joint holders, all
+should sign.
+Signature 1 — Please keep signature within the box 
+Signature 2 — Please keep signature within the box
+Date (mm/dd/yyyy) 
+Proxy — MERIDIAN BIOSCIENCE, INC. 
+PROXY FOR ANNUAL MEETING 
+THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 
+The undersigned hereby appoints WILLIAM J. MOTTO and 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 below
+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 22, 2004 at 2:00 P.M. Eastern Time at Holiday Inn, 4501
+Eastgate Boulevard, Cincinnati, Ohio and any postponement or adjournment of
+such Annual Meeting.
+THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A
+CONTRARY CHOICE IS SPECIFIED.

raw/proxies/0000794172/0000950152-05-009893/proxy.txt

@@ -0,0 +1,1495 @@
+DEF 14A
+1
+l17356adef14a.htm
+MERIDIAN BIOSCIENCE, INC. DEF 14A
+Meridian Bioscience, Inc. DEf 14A 
+Table of Contents 
+SCHEDULE 14A 
+(Rule 14a-101) 
+INFORMATION REQUIRED IN THE PROXY STATEMENT 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) 
+of the Securities Exchange Act of 1934 
+(Amendment No. ___) 
+Filed by the Registrant þ 
+Filed by a Party other than the Registrant o 
+Check the appropriate box: 
+o 
+Preliminary Proxy Statement 
+o 
+Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+þ 
+Definitive Proxy Statement 
+o 
+Definitive Additional Materials 
+o 
+Soliciting Material Under Rule 14a-12 
+Meridian Bioscience, Inc. 
+(Name of Registrant as Specified in Its Charter) 
+(Name of Person(s) Filing Proxy Statement if other than the Registrant) 
+Payment of Filing Fee (Check the appropriate box):
+þ 
+No fee required. 
+o 
+Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies: 
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
+Per unit price or other underlying value of transaction computed pursuant to
+Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
+state how it was determined): 
+(4) 
+Proposed maximum aggregate value of transaction: 
+(5) 
+Total Fee Paid: 
+o 
+Fee paid previously with preliminary materials. 
+o 
+Check box if any part of the fee is offset as provided by Exchange Act
+Rule 0-11(a)(2) and identify the filing for which the offsetting fee
+was paid previously. Identify the previous filing by registration
+statement number, or the Form or Schedule and the date of its filing. 
+(1) 
+Amount Previously Paid: 
+(2) 
+Form, Schedule or Registration Statement No.: 
+(3) 
+Filing Party: 
+(4) 
+Date Filed: 
+Table of Contents 
+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 19, 2006 at Holiday Inn,
+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.
+Please complete, sign, date, and return your proxy card promptly in the enclosed envelope.
+Sincerely yours,
+/s/ William J. Motto
+William J. Motto 
+Chairman of the Board
+December 19, 2005
+Table of Contents 
+NOTICE OF ANNUAL MEETING 
+OF 
+SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC. 
+Time: 
+2:00 p.m., Eastern Time
+Date: 
+January 19, 2006
+Place: 
+Holiday Inn 
+4501 Eastgate Boulevard 
+Cincinnati, OH 45245 
+Purpose: 
+• 
+Elect directors 
+• 
+Ratify appointment of Grant Thornton LLP as Meridian’s independent public accountants
+for fiscal year 2006 
+• 
+Conduct other business if properly raised 
+Only shareholders of record on December 1, 2005 may vote at the meeting. The approximate
+mailing date of this Proxy Statement and accompanying Proxy Card is December 19, 2005.
+Your vote is important. Please complete, sign, date, and return your proxy card promptly in
+the enclosed envelope. 
+/s/ Melissa Lueke 
+Melissa Lueke 
+Secretary
+December 19, 2005
+TABLE OF CONTENTS 
+Page 
+GENERAL INFORMATION 
+1 
+ELECTION OF DIRECTORS 
+2 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+3 
+CORPORATE GOVERNANCE 
+6 
+REPORT OF THE AUDIT COMMITTEE 
+7 
+PRINCIPAL SHAREHOLDERS 
+11 
+DIRECTORS AND EXECUTIVE OFFICERS 
+12 
+SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+13 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+14 
+SUMMARY COMPENSATION TABLE 
+14 
+FISCAL 2005 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES 
+16 
+PERFORMANCE GRAPH 
+17 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+17 
+QUESTIONS? 
+18 
+AMENDED AND RESTATED AUDIT COMMITTEE CHARTER 
+APPENDIX A 
+Table of Contents 
+GENERAL INFORMATION 
+Who may vote 
+Shareholders of Meridian, as recorded in our stock register on December 1, 2005, may vote at the
+meeting. As of that date, Meridian had 26,060,150 Commons Shares 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 sign and return the enclosed proxy card but do not specify how to vote, we will vote your
+shares in favor of our director candidates and in favor of the ratification of appointment of Grant
+Thornton LLP as Meridian’s independent public accountants for fiscal year 2006.
+If any other matters come before the meeting or any adjournment, 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, you may get material from them asking how you want to vote.
+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 18.
+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 six director candidates receiving the most votes will be elected to fill the seats on the
+Board. Ratification of appointment of accountants requires the favorable vote of a majority of the
+votes cast. Only votes for or against this proposal count. Abstentions and broker non-votes count
+for quorum purposes but not 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.
+-1-
+Table of Contents 
+Other Matters 
+Any other matters considered at the meeting, including adjournment, will require the affirmative
+vote of a majority of the votes cast.
+ELECTION OF DIRECTORS 
+(Item 1 on the Proxy Card) 
+The Nominating Committee of the Board of Directors has nominated for re-election all of the
+following current directors: James A. Buzard, John A. Kraeutler, Gary P. Kreider, 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 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 President, a Vice President or the
+Secretary of Meridian not less than 48 hours prior to the Annual Meeting. The proxies solicited
+include discretionary authority to cumulate votes.
+Four of our six nominees are not Meridian employees. Only non-employee directors serve on
+Meridian’s Audit, Compensation and Nominating committees. 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 you vote FOR each of the following candidates:
+James A. Buzard, Ph.D. 
+Director since 1990 
+Age: 78
+James A. Buzard, Ph.D. was Executive Vice President
+of Merrell Dow Pharmaceuticals Inc. from March 1981
+until December 1989. From December 1989 until his
+retirement in February 1990, he was Vice President
+of Marion Merrell Dow, Inc. He has been a business
+consultant since February 1990. 
+John A. Kraeutler 
+Director since 1997 
+Age: 57
+John A. Kraeutler has more than 30 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. 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. 
+Gary P. Kreider 
+Director since 1991 
+Age: 67
+Gary P. Kreider serves as Chairman of the
+Compensation Committee and Board Secretary. For
+over five years Mr. Kreider has been a senior
+partner in the Cincinnati law firm of Keating
+Muething 
+-2-
+Table of Contents 
+Klekamp PLL, the Company’s outside
+counsel. His primary practice areas are securities
+law, mergers and acquisitions, and general
+corporate law, and he has been with Keating
+Muething Klekamp since 1963. Effective October 1,
+2005 Mr. Kreider will no longer have a vote or
+partnership interest in the firm’s earnings or
+profits although his affiliation with the firm
+shall continue. Mr. Kreider has been an Adjunct
+Professor of Law in securities regulation at the
+University of Cincinnati College of Law since 1977
+and is a past Chairman of the Ohio State Bar
+Association Corporate Law Committee. Mr. Kreider is
+also a Director of LSI Industries, Inc. 
+William J. Motto 
+Director since 1977 
+Age: 64
+William J. Motto has more than 35 years of
+experience in the pharmaceutical and diagnostics
+products industries, is a founder of Meridian and
+has been Chairman of the Board since 1977. 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. 
+David C. Phillips 
+Director since 2000 
+Age: 67
+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 serves as a
+director of Cintas Corporation and Summit Family of
+Mutual Funds. 
+Robert J. Ready 
+Director since 1986 
+Age: 65
+Robert J. Ready serves as Chairman of the
+Nominating Committee. Mr. Ready founded LSI
+Industries Inc., Cincinnati, Ohio in 1976, which
+engineers, manufactures and markets
+commercial/industrial lighting and graphics
+products, and has served as its President and
+Chairman of its Board of Directors since that time. 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+(Item 2 on the Proxy Card) 
+Although not required, the Board is seeking shareholder ratification of the Audit Committee’s
+selection of Grant Thornton LLP as Meridian’s independent registered public accounting firm for the
+2006 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 2006.
+PricewaterhouseCoopers, LLP served as Meridian’s independent registered public accounting firm for
+fiscal 2004. On December 7, 2004 Meridian’s Audit Committee dismissed
+-3-
+Table of Contents 
+PricewaterhouseCoopers LLP as the independent registered public accounting firm engaged to audit
+its financial statements after a review by the Audit Committee of PricewaterhouseCoopers’ proposed
+auditing and Section 404 attestation reporting charges for fiscal 2005.
+On December 14, 2004 Meridian’s Audit Committee engaged Grant Thornton LLP as its independent
+registered public accounting firm. The Audit Committee had previously reviewed proposals from
+Deloitte & Touche LLP, Grant Thornton LLP and Ernst & Young LLP.
+PricewaterhouseCoopers’ report on Meridian’s financial statements for each of the last two fiscal
+years (2003 and 2004) did not contain an adverse opinion or a disclaimer of opinion, nor was it
+qualified or modified as to uncertainty, audit scope, or accounting principles. During Meridian’s
+two most recent fiscal years (2003 and 2004) and the subsequent interim periods preceding the
+dismissal of PricewaterhouseCoopers, there were no disagreements with PricewaterhouseCoopers on any
+matter of accounting principles or practices, financial statement disclosure, or auditing scope or
+procedure, which disagreement(s), if not resolved to the satisfaction of PricewaterhouseCoopers,
+would have caused them to make a reference to the subject matter of the disagreement(s) in
+connection with its report. Meridian authorized PricewaterhouseCoopers to respond fully to any
+inquiries by Grant Thornton.
+PricewaterhouseCoopers did not advise Meridian either during its two most recent fiscal years (2003
+and 2004) or during the subsequent interim periods preceding Meridian’s decision to dismiss
+PricewaterhouseCoopers:
+• 
+that the internal controls necessary for Meridian to develop reliable financial
+statements did not exist; 
+• 
+that information had come to its attention that had led it to no longer be able to rely
+on management’s representations, or that had made it unwilling to be associated with the
+financial statements prepared by management; 
+• 
+of the need to expand significantly the scope of its audit, or that information had come
+to its attention during the two most recent fiscal years or any subsequent interim periods
+that if further investigated might materially have impacted the fairness or reliability of
+either: (i) a previously issued audit report or the underlying financial statements, or
+(ii) the financial statements issued or to be issued covering the fiscal period(s)
+subsequent to the date of the most recent financial statements covered by an audit report,
+or have caused it to be unwilling to rely on management’s representations or be associated
+with Meridian’s financial statements; or 
+• 
+that information had come to its attention that it had concluded materially impacts the
+fairness or reliability of either (i) a previously issued audit report or the underlying
+financial statements, or (ii) the financial statements issued or to be issued covering the
+fiscal period(s) subsequent to the date of the most recent financial statements covered by
+an audit report, including information that, unless resolved to the accountant’s
+satisfaction, would prevent it from rendering an unqualified audit report on those
+financial statements. 
+-4-
+Table of Contents 
+During the two most recent fiscal years (2003 and 2004) and during the interim period prior to
+engaging Grant Thornton, neither Meridian nor anyone on its behalf consulted Grant Thornton
+regarding either: (i) the application of accounting principles to a specified transaction (either
+completed or proposed) or the type of audit opinion that might be rendered on Meridian’s financial
+statements, and no written report or oral advice was provided to Meridian that Grant Thornton
+concluded was an important factor considered by Meridian in reaching a decision as to an
+accounting, auditing or financial reporting issue; or (ii) any matter that was the subject of
+either a disagreement or a reportable event.
+PricewaterhouseCoopers furnished Meridian with a letter addressed to the Securities and Exchange
+Commission related to the disclosures in our Current Report on Form 8-K filed with the Commission
+on December 13, 2004. The letter was filed as Exhibit 16 to Form 8-K/A on December 22, 2004.
+Principal Accounting Firm Fees:
+Aggregate fees billed to Meridian by Grant Thornton for fiscal year 2005 and PricewaterhouseCoopers
+LLP for fiscal year 2004 are listed below:
+2005 
+2004 
+Audit Fees 
+$ 
+325,000 
+$ 
+216,375 
+Audit Related Fees 
+20,490 
+30,498 
+Tax Fees 
+— 
+126,208 
+All Other Fees 
+68,419 
+— 
+$ 
+413,909 
+$ 
+373,081 
+Audit Fees . Audit fees are the fees billed for professional services rendered by Meridian’s
+independent registered public accounting firm for their audit of Meridian’s consolidated annual
+financial statements for the years ended September 30, 2005 and 2004, respectively, and reviews of
+the unaudited quarterly consolidated financial statements contained in the reports on Form 10-Q
+filed by Meridian during those years, and on reporting on Meridian’s internal control for fiscal
+2005.
+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 services related to tax compliance, tax advice and tax
+planning. Tax services performed for Meridian by the independent registered public accounting firm
+included compliance, planning and advice with respect to both domestic and foreign subsidiaries of
+Meridian. Fees for preparation of Meridian’s tax returns by Pricewaterhouse Coopers LLP were
+$99,097 for fiscal year 2004.
+All Other Fees. All other fees are the fees billed for services other than those in the three
+categories previously described, including services for the OEM Concepts, Inc. acquisition and
+common stock offering.
+-5-
+Table of Contents 
+CORPORATE GOVERNANCE 
+Meridian is an Ohio corporation and, therefore, is governed by the corporate laws of Ohio. Since
+its Common Shares are publicly traded on Nasdaq and it files reports with the Securities and
+Exchange Commission, it is also subject to NASD rules as well as various provisions of federal
+securities laws.
+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 following directors meet the NASD requirements for independence: David C. Phillips, James A.
+Buzard, Robert J. Ready and Gary P. Kreider. 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.
+During fiscal 2005, the Board of Directors met on eleven occasions and took action by writing on
+three occasions.
+Meridian expects all directors to attend shareholders’ meetings. Each director attended the 2005
+Annual Shareholders’ Meeting, all meetings of the Board and all meetings of Committees of which he
+was a member, except that Gary P. Kreider was unable to attend the Annual Meeting of the Directors
+and Shareholders because he was out of the country at the time and James A. Buzard was unable to
+attend the July 20, 2005 meetings due to delays in air travel.
+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.
+Non-employee directors of Meridian receive $20,000 per year for serving as a director and as
+members of committees of the Board. They also receive $1,500 for each meeting of the Board and
+$1,000 for each committee meeting attended. They receive $750 for each Board meeting and $500 for
+each committee meeting held by telephone. The Audit Committee Chairman receives an additional
+$8,000 annually and the Compensation Committee Chairman receives an additional $3,000 annually. The
+Board Secretary receives an additional $1,000 for serving at each meeting of a committee of which
+he is not a member. Each non-employee director is also granted a non-qualified option to purchase
+3,476 shares of Common Stock 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.
+At its meeting on July 24, 2003, the Board adopted the Audit Committee Charter and a Code of Ethics
+for Meridian’s officers, directors and employees. On November 10, 2005, the Board approved certain
+amendments to the Audit Committee Charter. The amended and restated Audit Committee Charter is
+attached to this Proxy Statement as Appendix A. The Code of Ethics will be sent without charge to
+any shareholder who sends a request to Meridian’s Secretary.
+The independent directors plan to meet at least one time, during fiscal 2006, without the presence
+of management directors. The independent members of the Board had one such meeting in fiscal 2005.
+-6-
+Table of Contents 
+The directors have organized themselves into the committees described below. Each of these
+committees is composed entirely of non-employee directors who meet the relevant independence
+requirements established by Nasdaq and the Sarbanes-Oxley Act that apply to their particular
+assignments. Meridian does not have an Executive Committee of its Board of Directors.
+The Audit Committee is composed of David C. Phillips, Chairman, James A. Buzard and Robert J.
+Ready. Each member is able to read and understand fundamental financial statements. David C.
+Phillips has been designated as the Audit Committee financial expert as that term is defined in SEC
+regulations.
+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.
+The Audit Committee met seven times and took no actions in writing during fiscal 2005. The
+Committee has submitted the following report to shareholders.
+REPORT OF THE AUDIT COMMITTEE 
+On August 19, 2005, the Committee met with representatives of Grant Thornton, LLP and Meridian’s
+internal accountants and reviewed with them the proposed 2005 Audit Plan, areas warranting
+particular concentration on the audit and the effects of new accounting pronouncements. The Grant
+Thornton representatives reviewed with the Committee written disclosures required by the
+Independence Standards Board Standard No. 1 regarding independence of the registered public
+accounting firms and presented a letter regarding that matter to the Committee.
+At its meeting on November 10, 2005, the Committee reviewed with management, Grant Thornton, and
+Meridian’s accounting officers the results of the audit for fiscal 2005, including the audited
+financial statements. The Committee reviewed the requirements of its Charter
+-7-
+Table of Contents 
+previously adopted and the reports that were required to be disclosed to the Committee. The
+Committee discussed with Grant Thornton the matters required to be discussed by Statement on
+Auditing Standards No. 61. As part of its deliberations, the Committee discussed with Grant
+Thornton their independence and determined that Grant Thornton was independent of Meridian.
+The Committee met on December 5, 2005 to review a draft of the Form 10-K. Based on their review,
+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, 2005 for
+filing with the Securities and Exchange Commission.
+During its meetings, the Committee reviewed procedures related to the receipt, retention and
+treatment of any complaints concerning accounting, internal accounting controls or auditing
+matters. Also during its meetings, the Chairman of the Audit Committee reported to the full
+Committee the independent accountants’ fees that had been preapproved and the Committee approved
+such fees. Certain fees were preapproved by the full Committee. The Committee also reviewed the
+requirements and Meridian’s progress in implementing the requirements of Section 404 of the
+Sarbanes-Oxley Act.
+Respectfully submitted,
+Audit Committee
+David C. Phillips (Chairman) 
+Robert J. Ready 
+James A. Buzard
+The Compensation Committee is responsible for establishing compensation for executive officers.
+This includes establishing salary levels and bonus plans, making bonus awards and otherwise dealing
+in all matters concerning compensation of the executive officers. The Committee also awards stock
+options for all employees. Meridian’s Compensation Committee is composed of Messrs. Kreider
+(Chairman), Buzard, Phillips and Ready.
+The Compensation Committee met two times and took action in writing on one occasion during fiscal
+2005.
+The report of the Compensation Committee follows.
+REPORT OF THE COMPENSATION COMMITTEE 
+The Compensation Committee is responsible for setting salaries and establishing and maintaining
+bonus plans for executive officers. It also administers and grants awards under Meridian’s 2004
+Equity Compensation Plan.
+Salaries are set on a calendar year basis and therefore salaries paid in the first three months of
+each fiscal year beginning October 1 are set in the prior year. A significant portion of
+compensation for fiscal 2005 was in the form of performance bonuses, as is noted in the Summary
+Compensation Table. The bonuses in the Summary Compensation Table for fiscal 2005 were based upon
+the achievement of earnings levels starting at $10,300,000, which was substantially in excess of
+fiscal 2004 earnings of $9,185,000. Options granted for fiscal 2005 to
+-8-
+Table of Contents 
+executive officers and business unit leaders were based upon the achievement of net earnings in
+fiscal 2005 of at least $10,800,000. If that earnings level had not been met, the options would
+have become void. Since the earnings level was met, those options run for a period of ten years
+from grant and vest over a three year period that commences with the announcement of fiscal 2005
+results. The Committee believes that these plans for bonuses and options effectively tied a
+significant portion of each executive’s total pay package to Company performance in fiscal 2005.
+The Committee met on November 10, 2005 to set compensation for 2006. No members of management
+participated in this meeting and the only persons present were the Committee members. Salary
+increases of 5% were awarded to all executive officers, with the exception of Messrs. Motto and
+Kraeutler, reflecting the Committee’s favorable view of the performance of the management team in
+fiscal 2005. Mr. Motto recommended that Mr. Kraeutler’s increase be 10% in view of the outstanding
+results the Company had achieved in fiscal 2005 and Mr. Kraeutler’s additional efforts in
+Meridian’s equity offering and its acquisition of OEM Concepts. There was no recommendation as to
+Mr. Motto’s salary, but the Committee determined that his compensation should also be increased 10%
+because of his efforts in leading the Company through the outstanding year and his work in the
+equity offering and the OEM acquisition. In making its decisions on salary, the Committee had
+available benchmarks prepared by the Company’s outside financial advisor showing salary ranges for
+various levels of executives in the industry and in the Cincinnati area. The Committee also
+reviewed a tabulation of all total compensation paid to each executive officer in salary, bonus,
+allowances, profit sharing contribution and miscellaneous items in making their decision. The
+Committee believes that its performance based plans with respect to bonuses and options for
+executive officers have worked well for the Company, even in circumstances such as fiscal 2002 in
+which no bonuses were awarded and options were forfeited because the minimum earning levels were
+not met in that year.
+At its November 10, 2005 meeting, the Committee also reviewed the Company’s results and the
+application of the 2005 Bonus Plan and objectives established for the previous year. The Committee
+approved the bonus awards pursuant to that Plan in the amounts shown in the Summary Compensation
+Table.
+At the same meeting, the Committee established an Officers’ Compensation Plan for fiscal 2006. The
+Plan follows the format of prior years’ plans with bonuses based upon the achievement of earnings
+levels. For fiscal 2006 the minimum earnings level was set at $16,100,000, which is a meaningful
+increase from the $12,565,000, which Meridian earned in fiscal 2005. The Plan covers six possible
+steps ranging from $16,100,000 to $17,600,000. In addition to the net earnings test, the bonuses
+are to be based on ratings of personal achievement, which are then applied to any bonuses earned.
+Depending on net earnings levels achieved and the application of personal achievement ratings, cash
+bonuses available to each individual covered by the Plan could range from 5% to 120% of the
+individual’s base salary. Options were also awarded to each executive officer to purchase 10,500
+shares of common stock at a price of $21.01 per share pursuant to the 2004 Equity Compensation
+Plan. These options will become void if net earnings for fiscal 2006 are less than $16,950,000,
+but if that level is reached, the options will be for a period of ten years and vest over a three
+year period commencing with the announcement of fiscal 2006 results. The earnings test for both
+the bonus and option plans excludes positive and negative effects associated with extraordinary
+developments as defined in the Plan, including adjustments for acquisitions and other matters.
+-9-
+Table of Contents 
+The Committee believes that its plans will ensure that if the executive officers receive meaningful
+bonuses and the options granted in November 2005 vest, it will be because their efforts,
+individually and as a team, will have enabled Meridian to achieve significant increases in net
+earnings for the benefit of all shareholders.
+Respectfully submitted,
+Compensation Committee
+Gary P. Kreider (Chairman)
+Robert J. Ready
+James A. Buzard
+David C. Phillips
+The Nominating 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 Nominating Committee consists of Robert J. Ready, Chairman, James A.
+Buzard and David C. Phillips.
+The Board of Directors has established a Charter for the Nominating Committee, a copy of which was
+attached as Appendix B to the proxy statement for Meridian’s 2005 Annual Shareholders’ Meeting.
+In nominating directors, the Nominating Committee takes into account, among other factors which it
+may deem appropriate, the judgments, skill, diversity, business experience, 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 Committee in care of the Company at its address shown on the cover page
+of this proxy statement.
+The Nominating Committee met one time last year. On November 10, 2005, the Committee considered and
+nominated the current directors for re-election.
+-10-
+Table of Contents 
+PRINCIPAL SHAREHOLDERS 
+William J. Motto, Chairman of the Board is the only shareholder known by Meridian to own
+beneficially 5% or more of its outstanding Common Stock as of December 1, 2005. Information has
+been furnished by the persons listed and/or has been obtained from reports filed by the persons
+listed with the Securities and Exchange Commission:
+Amount and Nature 
+of Beneficial 
+Name of Beneficial Owner 
+Ownership 
+Percent of Class 
+William J. Motto 1 
+3,446,406 
+13.2 
+% 
+1 
+The business address of Mr. Motto is 3471 River Hills Drive, Cincinnati, Ohio
+45244. The shares of Common Stock reported as beneficially owned by Mr. Motto include 41,000 shares
+subject to options exercisable within 60 days. 
+-11-
+Table of Contents 
+DIRECTORS AND EXECUTIVE OFFICERS 
+This table lists the executive officers and directors of Meridian and shows how much common stock
+each owned on December 1, 2005.
+Common Stock 
+Beneficially Owned 
+Name 
+Position 
+Amount 1 
+Percentage 2 
+William J. Motto
+Chairman of the Board of
+Directors, Chief Executive Officer
+3,446,406
+2 
+13.2 
+% 
+John A. Kraeutler
+President, Chief Operating Officer
+and Director
+330,227 
+1.3 
+% 
+Antonio A. Interno 3 
+President and Managing Director
+of Meridian Bioscience Europe
+247,415 
+* 
+Richard L. Eberly 4 
+Executive Vice President, President
+Meridian Life Science
+11,150 
+* 
+Kenneth J. Kozak 5 
+Vice President, Research and
+Development
+64,025 
+* 
+Melissa A. Lueke 6 
+Vice President, Chief Financial
+Officer and Secretary
+71,885 
+* 
+Susan A. Rolih 7 
+Vice President, Regulatory Affairs
+& Quality Systems
+33,500 
+* 
+Lawrence J. Baldini 8 
+Vice President, Operations and
+Information Systems
+26,000 
+* 
+Todd W. Motto 9 
+Vice President, Sales and Marketing
+665,698 
+2.6 
+% 
+James A. Buzard, Ph.D. 10, 11 
+Director
+48,851 
+* 
+Gary P. Kreider 11, 12 
+Director
+59,586 
+* 
+Robert J. Ready 10, 11 
+Director
+47,931 
+* 
+David C. Phillips 10, 11 
+Director
+26,380 
+* 
+All Executive Officers and Directors
+as a Group
+5,079,054 
+19.5 
+% 
+1 
+Includes options exercisable within 60 days from Mr. William J. Motto of 41,000
+shares, Mr. Kraeutler of 201,215 shares, Mr. Eberly of 3,500 shares, Mr. Kozak of 56,525 shares,
+Ms. Lueke of 27,875 shares, Ms. Rolih of 22,250 shares, Mr. Baldini of 3,500 shares, Mr. Todd W.
+Motto of 7,700 shares, Mr. Buzard of 34,760 shares, Mr. Kreider of 25,832 shares, Mr. Ready of
+34,760 shares, and Mr. Phillips of 17,380 shares. 
+2 
+See description of Common Stock ownership contained under “Principal Shareholders.” 
+3 
+Antonio A. Interno was appointed as a Vice President in August 1991, appointed a
+Senior Vice President in September 1997, and appointed as President, Managing Director of Meridian
+Bioscience Europe in October 2003. He has been Managing Director of Meridian’s European
+subsidiaries, Meridian Bioscience Europe since February 1990. Age: 55 
+4 
+Richard L. Eberly was appointed Vice President of Sales and Marketing on January 10,
+1997, appointed an Executive Vice President in May 2000, appointed Executive Vice President,
+General Manager of Meridian Life Science in February 2003, and appointed Executive Vice 
+-12-
+Table of Contents 
+President and President Meridian Life Science in October 2005. He has over 18 years of experience
+in the medical diagnostic industry and joined Meridian in January 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. Age: 44 
+5 
+Kenneth J. Kozak joined Meridian in October 1987 and was appointed Vice President,
+Research and Development, on May 17, 1999. Prior to this appointment, Mr. Kozak served as Director
+of Product Development for Meridian. Before joining Meridian, Mr. Kozak held a variety of positions
+at the University of Cincinnati College of Medicine. Age: 51 
+6 
+Melissa A. Lueke was appointed Vice President, Chief Financial Officer and Secretary
+on January 23, 2001. 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: 42 
+7 
+Susan A. Rolih was appointed Vice President of Regulatory Affairs and Quality Systems
+on May 29, 2001. Before joining Meridian, Ms. Rolih held various regulatory and quality positions
+with Immucor, Inc. Age: 56 
+8 
+Lawrence J. Baldini was appointed Vice President of Operations on April 3,
+2001 and appointed 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: 46 
+9 
+Todd W. Motto was appointed Vice President of Sales and Marketing on October 3,
+2005. Prior to this appointment, Mr. Motto served in a number of different sales and marketing
+positions for Meridian, beginning in 1993. Most recently, he served as Meridian’s Vice President
+of Sales and Marketing, Meridian Bioscience Europe for the last five years. Age: 39 
+10 
+Audit Committee Member. 
+11 
+Compensation Committee Member. 
+12 
+Includes 217 shares held by his wife, 1,500 shares held as custodian for his minor
+child, 6,183 shares held by trusts of which Mr. Kreider is trustee and a beneficiary, and Meridian
+debentures convertible into 2,689 shares. 
+* 
+Less than one percent. 
+SECTION 16 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 Securities and
+-13-
+Table of Contents 
+Exchange Commission. 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.
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+Gary P. Kreider, who is Chairman of the Compensation Committee, is a senior partner of Keating,
+Muething & Klekamp, P.L.L., Cincinnati, Ohio, a law firm that provided legal services to Meridian
+in fiscal 2005.
+SUMMARY COMPENSATION TABLE 
+Annual Compensation 
+Securities 
+Underlying 
+All Other 
+Name and Principal Position 
+Year 
+Salary 
+Bonus 
+Options 
+Compensation 6 
+William J. Motto 1 
+2005 
+$ 
+422,168 
+$ 
+510,213 
+10,500 
+$ 
+76,550 
+Chairman of the Board of
+Directors, 
+2004 
+409,615 
+388,125 
+10,500 
+56,723 
+Chief Executive Officer 
+2003 
+395,000 
+251,813 
+37,500 
+204,483 
+John A. Kraeutler 2 
+2005 
+$ 
+328,123 
+$ 
+401,760 
+10,500 
+$ 
+31,114 
+President, Chief Operating Officer 
+2004 
+306,308 
+290,625 
+10,500 
+30,819 
+2003 
+294,000 
+187,425 
+37,500 
+96,133 
+Antonio A. Interno 3 
+2005 
+$ 
+308,011 
+$ 
+275,447 
+10,500 
+$ 
+30,967 
+President and Managing Director of 
+2004 
+277,717 
+178,593 
+10,500 
+38,161 
+MBE 
+2003 
+239,883 
+152,925 
+15,000 
+20,200 
+Richard L. Eberly 4 
+2005 
+$ 
+219,473 
+$ 
+199,341 
+10,500 
+$ 
+24,510 
+Executive Vice President, President 
+2004 
+211,923 
+167,187 
+10,500 
+26,058 
+MLS 
+2003 
+205,000 
+108,906 
+15,000 
+37,300 
+Melissa A. Lueke 5 
+2005 
+$ 
+174,752 
+$ 
+158,520 
+10,500 
+$ 
+17,475 
+Vice President, Chief Financial 
+2004 
+169,157 
+133,597 
+10,500 
+17,094 
+Officer and Secretary 
+2003 
+163,000 
+103,913 
+15,000 
+27,304 
+1 
+“All Other Compensation” for Mr. Motto includes (a) car allowances of $20,000,
+$19,584, and $14,600 in 2005, 2004 and 2003, respectively, (b) professional allowances of $45,000,
+$25,000 and $25,000 in 2005, 2004 and 2003, respectively, and (c) amounts accrued under Meridian’s
+Savings and Investment Plan. Todd W. Motto, the adult son of William J. Motto, is Vice President of
+Sales and Marketing. Todd W. Motto received approximately $174,270 in compensation for fiscal 2005.
+Pursuant to the terms of an Agreement Concerning Disability and Death, Meridian is required to
+provide certain benefits to Mr. Motto or to his designated beneficiaries upon his death or
+disability. In the case of a disability, Meridian is obligated to pay Mr. 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 insurance payments made to Mr. Motto under any insurance
+policy or program maintained by Meridian. 
+-14-
+Table of Contents 
+2 
+“All Other Compensation” for Mr. Kraeutler includes (a) car allowances of $12,280,
+$13,479, and $11,216 in 2005, 2004 and 2003, respectively, (b) professional allowances, and (c)
+amounts accrued under Meridian’s Savings and Investment Plan of $11,550, $12,339, and $10,000 in
+2005, 2004 and 2003, respectively. Mr. Kraeutler and Meridian are parties to an employment
+agreement dated February 15, 2001 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) upon the occurrence of certain events, including a change in
+control of Meridian. The agreement automatically extends until either party terminates the
+agreement. 
+3 
+“All Other Compensation” for Mr. Interno includes (a) car allowances of $25,409,
+$32,161, and $16,200 in 2005, 2004 and 2003, respectively and (b) amounts accrued under Meridian’s
+Savings and Investment Plan. 
+4 
+“All Other Compensation” for Mr. Eberly includes (a) car allowances of $12,000,
+$14,003, and $8,472 in 2005, 2004 and 2003, respectively, (b) professional allowances, and (c)
+amounts accrued under Meridian’s Savings and Investment Plan of $11,550, $12,055, and $10,000 in
+2005, 2004 and 2003, respectively. 
+5 
+“All Other Compensation” for Ms. Lueke includes (a) car allowances of $5,000 in each
+of 2005, 2004 and 2003, (b) amounts accrued under Meridian’s Savings and Investment Plan of
+$11,550, $11,319, and $7,757 in 2005, 2004 and 2003, respectively, and (c) professional allowances. 
+6 
+“All Other Compensation” for fiscal 2003 includes loans forgiven in connection with
+the Split-Dollar Life Insurance Program, which has been terminated. These loans were incurred in
+the amounts of $154,883 by Mr. Motto, $69,917 by Mr. Kraeutler, $15,828 by Mr. Eberly, and $13,547
+by Ms. Lueke. 
+-15-
+Table of Contents 
+OPTION GRANTS IN LAST FISCAL YEAR 
+% of Total 
+Potential Realized 
+Number of 
+Options 
+Value at Assumed 
+Securities 
+Granted to 
+Exercise 
+Annual Rates of 
+Underlying 
+Employees 
+Price 
+Price Appreciation 
+Options 
+in Fiscal 
+($/Per 
+Expiration 
+for Option Term 
+Names 
+Granted 
+2005 
+Share) 
+Date 
+5% 
+10% 
+William J. Motto 
+10,500 
+5 
+% 
+$ 
+10.92 
+12/07/14 
+$ 
+186,769 
+$ 
+297,399 
+John A. Kraeutler 
+10,500 
+5 
+% 
+$ 
+10.92 
+12/07/14 
+$ 
+186,769 
+$ 
+297,399 
+Antonio A. Interno 
+10,500 
+5 
+% 
+$ 
+10.92 
+12/07/14 
+$ 
+186,769 
+$ 
+297,399 
+Richard L. Eberly 
+10,500 
+5 
+% 
+$ 
+10.92 
+12/07/14 
+$ 
+186,769 
+$ 
+297,399 
+Melissa A. Lueke 
+10,500 
+5 
+% 
+$ 
+10.92 
+12/07/14 
+$ 
+186,769 
+$ 
+297,399 
+FISCAL 2005 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES 
+Number of Securities 
+Shares 
+Underlying Unexercised 
+Value of Unexercised In- 
+Acquired 
+Options at 
+the-Money Options at 
+on 
+Value 
+September 30, 2005 
+September 30, 2005 
+Name 
+Exercise 
+Realized 
+Exercisable/Unexercisable 
+Exercisable/Unexercisable 
+William J. Motto 
+30,000 
+$ 
+96,750 
+71,000/100,000 
+$ 
+1,131,172/$1,647,046 
+John A. Kraeutler 
+101,535 
+907,835 
+219,215/100,000 
+3,246,156/1,649,276 
+Antonio A. Interno 
+21,750 
+108,238 
+3,500/32,500 
+48,696/463,571 
+Richard L. Eberly 
+90,787 
+428,632 
+3,500/32,500 
+48,696/463,571 
+Melissa A. Lueke 
+12,000 
+62,763 
+27,875/32,500 
+484,438/463,571 
+-16-
+Table of Contents 
+PERFORMANCE GRAPH 
+The following graph shows the yearly percentage change in Meridian’s cumulative total shareholder
+return on its Common Stock as measured by dividing the sum of (A) the cumulative amount of
+dividends, assuming dividend reinvestment during the periods presented and (B) the difference
+between Meridian’s share price at the end and the beginning of the periods presented; by the share
+price at the beginning of the periods presented with the Wilshire 5000 Equity Index and a Peer
+Group Index. The Peer Group consists of Biomerica, Inc., Biosite, Inc., BioSource International
+Inc., Diagnostic Products Corp., Idexx Laboratories Corp., Inverness Medical Innovation Inc.,
+Orasure Technologies Inc., Quidel Corp., Strategic Diagnostics Inc. and Trinity Biotech Plc.
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+The deadline for shareholder proposals to be included in the Proxy Statement for next year’s
+meeting is August 21, 2006.
+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 2007 Annual Shareholders’ Meeting, it must be received prior to November
+4, 2006. If there is a change in the anticipated date of next year’s annual meeting or these
+deadlines by more than 30 days, we will notify you of this change through our Form l0-Q filings.
+-17-
+Table of Contents 
+Meridian’s Code of Regulations provides that only persons nominated by an officer, director or in
+writing by a shareholder at least five days prior to the meeting at which directors are to be
+selected shall be eligible for election.
+QUESTIONS? 
+If you have questions or need more information about the annual meeting, write to:
+Melissa Lueke, 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 the Computershare Shareholder Services at
+1-888-294-8217.
+-18-
+Table of Contents 
+APPENDIX A 
+MERIDIAN BIOSCIENCE, INC. 
+AUDIT COMMITTEE CHARTER 
+AS REVISED BY THE BOARD OF DIRECTORS ON NOVEMBER, 10, 2005 
+I. 
+PURPOSE 
+The primary function of the Audit Committee is to assist the Company in maintaining the
+integrity of its financial statements and to assist it in providing full and fair disclosure of the
+financial aspects of its operations. This function applies to the Company’s financial reports,
+financial press releases, filings with the Securities and Exchange Commission and other financial
+information provided by the Company to any governmental body or the public; the Company’s systems
+of internal controls regarding finance, accounting, legal compliance and ethics that management and
+the Board have established; and the Company’s auditing, accounting and financial reporting
+processes generally. Consistent with this function, the Committee should encourage continuous
+improvement of, and should foster adherence to, the Company’s policies, procedures and practices at
+all levels. The Committee shall:
+Serve as an independent and objective party to monitor the Company’s financial reporting
+process and internal control system.
+Review and appraise the audit efforts of the Company’s independent public accountants.
+Provide an open avenue of communication among the independent public accountants, financial
+and senior management and the Board.
+The Committee is authorized to employ, at the Company’s expense, any outside experts, legal
+counsel, accountants or other personnel deemed by the Committee in its collective judgment to be
+reasonably necessary, and in the best interest of the Company and its shareholders, to enable the
+Committee to fulfill its responsibilities. 1 
+II. 
+COMPOSITION 
+The Committee shall be comprised of three or more directors as determined by the Board,
+each of whom shall satisfy the independence and financial literacy requirements prescribed by the
+NASD and Section 10A of the Securities Exchange Act. 2 At least one member of the
+Committee shall be an audit committee financial expert as defined under the United States
+Securities and Exchange Commission rules promulgated pursuant to § 407 of the Sarbanes-Oxley Act of
+2002. 3 
+The members of the Committee shall be elected by the Board at the annual organizational
+meeting of the Board and serve until their successors shall be duly elected and qualified. Unless
+a Chairman is elected by the Board, the members of the Committee shall designate a Chair.
+III. 
+MEETINGS 
+The Committee shall meet at least four times annually, and more frequently as
+circumstances dictate. As part of its job to foster open communication, the Committee should meet
+at least annually with management, the chief financial officer and the independent public
+accountants in separate executive sessions to discuss any matters that the Committee or any of
+A-1
+Table of Contents 
+these groups believe should be discussed independently. In addition, the Committee or at
+least its Chair should meet with the independent accountants and management quarterly to review the
+Company’s financials. The Committee shall maintain minutes of its meetings and activities.
+IV. 
+RESPONSIBILITIES AND DUTIES 
+To fulfill its responsibilities and duties the Committee shall:
+Documents/Reports Review 
+1. 
+Review and update this Charter annually. 4 
+2. 
+Review the Company’s annual financial statements, financial
+press releases, and any reports or other financial information submitted to
+any governmental body, or the public, including any certification, report,
+opinion, or review rendered by the independent accountants. This information
+should be sent to the Committee at least 24 hours before release. 5 
+Independent Accountants 
+3. 
+Appoint, compensate and oversee the independent public accountants who
+audit the Company’s financial statements and consider their independence and
+effectiveness. On an annual basis, the Committee shall ensure the receipt from
+the independent public accountants of their formal written statement
+delineating all relationships between them and the Company. The Committee
+shall, as appropriate, also discuss with the auditor any undisclosed
+relationships or non-accounting services rendered to the Company or any of its
+affiliates that could impact the objectivity and independence of the
+independent public accountants, and take, or recommend that the Board take,
+appropriate action to oversee the independence of the independent
+accountants. 6 
+4. 
+Evaluate the performance of the independent public
+accountants and discharge the independent public accountants when
+circumstances warrant. 7 
+5. 
+Review most recent report of the Public Company Accounting
+Oversight Board of its examination of the Company’s independent public
+accountant. 8 
+6. 
+Ensure that lead audit partner of the independent public
+accountant and the audit partner responsible for reviewing the audit are
+rotated off the audit at least every five years with a five year cooling off
+period. Ensure that all audit partners are rotated off the audit at least
+every seven years with a two year cooling off period. 9 
+A-2
+Table of Contents 
+7. 
+Pre-approve all audit and non-audit services and their
+accompanying fees to be performed by the Company’s independent public
+accountants. The Committee may delegate this function to the Chairman of the
+Committee between meetings, with an obligation to report any actions to the
+Committee. 10 
+The auditors may not perform:
+• 
+bookkeeping, 
+• 
+financial information and systems design and implementation, 
+• 
+appraisal or valuation services or contribution-in-kind reports, 
+• 
+fairness opinions, 
+• 
+actuarial services, 
+• 
+internal audit outsourcing services, 
+• 
+management functions or human resources, 
+• 
+brokers or dealer, investment advisor or
+investment banking services, 
+• 
+legal services and expert services
+unrelated to the audit, and 
+• 
+any other service that the Accounting
+Oversight Board determines by regulation is
+impermissible. 11 
+8. 
+Ensure disclosure in the Company’s Form 10-K filed with the SEC of any
+non-audit services approved to be performed by the Company’s independent
+public accountants. 12 
+9. 
+Periodically consult with the independent public accountants
+out of the presence of management about internal controls, the fullness and
+accuracy of the Company’s financial statements, and the adequacy/capability of
+financial staff given the business and changes in operations. 13 
+10. 
+Review with the independent public accountants the
+coordination of audit work to assure completeness of coverage, reduction of
+redundant efforts, and the effective use of audit resources. 14 
+11. 
+Discuss with the independent accountants any major risk
+areas, critical accounting policies employed by the Company and any preferred
+accounting policies that differ from those being employed by the
+Company. 15 
+A-3
+Table of Contents 
+Financial Reporting Processes 
+12. 
+Meet with the independent accountants and the appropriate company
+financial staff to plan the scope of each audit prior to commencement of each
+audit process. 16 
+13. 
+In consultation with the independent public accountants,
+review the integrity of the Company’s financial reporting processes, both
+internal and external. 17 
+14. 
+Consider the independent accountants’ judgments about the
+quality and appropriateness of the Company’s accounting principles as applied
+in its financial reporting. 18 
+15. 
+Advise financial management and the independent public
+accountants that they are expected to provide a timely analysis of significant
+current financial reporting issues and practices. 
+16. 
+Consider and approve, if appropriate, major changes to the
+Company’s auditing and accounting principles and practices as suggested by the
+independent accountants or management as developed by the
+Committee. 19 
+17. 
+Continue the process of reporting to the Committee by each of
+management and the independent public accountants regarding any significant
+judgments made in management’s preparation of the financial statements and the
+view of each as to appropriateness of such judgments. 20 
+18. 
+Conduct an inquiry with the CEO and the CFO regarding the
+quality of earnings for the period. 
+19. 
+Conduct an inquiry of management regarding any significant
+risks and exposures to the business and steps to minimize. 
+20. 
+At least annually, review a report from the independent
+public accountants as to all critical accounting policies and practices,
+alternative treatments with financial information within GAAP discussed with
+management, ramifications of the use of alternative disclosures, the treatment
+preferred by the independent public accounts in each instance, management
+letters and other communications. 21 
+A-4
+Table of Contents 
+Process Improvement 
+21. 
+Following completion of the annual audit, review separately with each of
+management and the independent public accountants any significant difficulties
+encountered during the course of the audit, including any restrictions on the
+scope of work or access to required information. 22 
+22. 
+Resolve any disagreements between management and the
+independent public accountants in connection with the preparation of the
+financial statements. 23 
+23. 
+Consider and review with the independent public accountant: 
+a. 
+The adequacy of the Company’s internal
+controls including computerized information system controls and
+security. 
+b. 
+Report related findings and recommendations
+of the independent public accountant together with management’s
+responses. 24 
+24. 
+Review with the independent public accountants and management
+the extent to which changes or improvements in financial or accounting
+practices, as approved by the Committee, have been implemented. This review
+should be conducted at an appropriate time after implementation of changes or
+improvements, as decided by the Committee. 25 
+25. 
+Review specifically all repeat audit points and
+recommendations not implemented from prior audits. 26 
+Ethical and Legal Compliance 
+26. 
+Establish, review and update periodically a Code of Ethics, a Corporate
+Securities Trading Policy, Foreign Corrupt Practices Act Policy and a
+Code of Ethical Conduct for financial managers and ensure that
+these items are published to employees. 27 
+27. 
+Review management’s monitoring of the Company’s compliance
+with these codes and policies, and review the systems management has in place
+to ensure that the Company’s financial statements, reports and other financial
+information disseminated to governmental organizations, and the public satisfy
+legal requirements. 28 
+28. 
+Establish and maintain procedures for the receipt, retention
+and treatment of complaints received by the Company regarding accounting,
+internal accounting controls and auditing matters and 
+A-5
+Table of Contents 
+for the confidential, anonymous submission by employees and others of
+concerns regarding questionable accounting or auditing
+matters. 29 
+29. 
+Review activities, organizational structure, and
+qualifications of any internal audit efforts. 30 
+30. 
+Review with the Company’s counsel, any legal or regulatory
+matter that could have a significant impact on the Company’s financial
+statements. 31 
+31. 
+Review and approve all related-party
+transactions. 32 
+32. 
+Perform any other activities consistent with this Charter,
+the Company’s By-laws and governing law, as the Committee or the Board deems
+necessary or appropriate. 33 
+33. 
+Recommend to the Company whether the audited financial
+statements should be included in the annual Form 10-K for submission to the
+Securities and Exchange Commission. 34 
+34. 
+Prepare a Report of the Audit Committee for transmission to
+shareholders through the annual Proxy Statement. 35 
+35. 
+Review the process utilized by management in presenting
+certifications as to the financial statements to the Securities and Exchange
+Commission. 36 
+36. 
+Review policies and procedures with respect to officers’
+expense accounts and perquisites, including their use of corporate assets and
+request from the independent public accountant and review a report as to all
+loans or extensions of credit by the Company to its officers. 37 
+37. 
+Determine whether the provision of non-audit services by the
+independent accountants is compatible with their independence. 38 
+38. 
+Annually perform a review of the Audit Committee
+effectiveness. 
+1 
+NASD Rule 4350(d)(1)(C). Sarbanes-Oxley §301. 
+2 
+NASD Rule 4350(d)(2)(A). Sarbanes-Oxley §301. 
+3 
+NASD Rule 4350(d)(2)(A). Sarbanes-Oxley §407. 
+4 
+NASD Rule 4350(d)(1). 
+5 
+Recommended. 
+6 
+NASD Rule 4350(d)(1)(C). Sarbanes-Oxley §301. Regulation S-K Item 306. Schedule 14A Item 9. 
+7 
+Sarbanes-Oxley §301. 
+A-6
+Table of Contents 
+8 
+Recommended. 
+9 
+Sarbanes-Oxley §203. 
+10 
+NASD Rule 4350(d)(1)(C). Sarbanes-Oxley §202. 
+11 
+Sarbanes-Oxley §201 
+12 
+Sarbanes-Oxley §202 
+13 
+Recommended. 
+14 
+Recommended. 
+15 
+Regulation S-K Item 306. 
+16 
+Recommended. 
+17 
+Recommended. 
+18 
+Recommended. 
+19 
+Recommended. 
+20 
+Recommended. 
+21 
+Sarbanes-Oxley §204. 
+22 
+Recommended. 
+23 
+Sarbanes-Oxley §301. 
+24 
+Recommended. 
+25 
+Recommended. 
+26 
+Recommended. 
+27 
+Recommended. 
+28 
+Recommended. 
+29 
+NASD Rule 4350(d)(1)(C). Sarbanes-Oxley §301. 
+30 
+Recommended. 
+31 
+Recommended. 
+32 
+NASD Rule 4350(h) 
+33 
+Recommended. 
+34 
+Regulation S-K Item 306. 
+35 
+Regulation S-K Item 306. Schedule 14A Item 9. 
+36 
+Recommended. 
+37 
+Recommended. 
+38 
+Schedule 14A Item 9. 
+A-7
+Table of Contents 
+o 
+Mark box
+with an X if you have made 
+changes to your name or address details above. 
+Annual Meeting Proxy Card 
+A
+Election of Directors 
+1.
+Authority to elect as directors the six nominees listed below. 
+The Board of Directors recommends a vote FOR the listed nominees. 
+For 
+Withhold 
+For 
+Withhold 
+01 — JAMES A. BUZARD
+o 
+o 
+05 — WILLIAM J. MOTTO
+o 
+o 
+02 — JOHN A. KRAUETLER
+o 
+o 
+06 — DAVID C. PHILLIPS
+o 
+o 
+03 — GARY P. KREIDER
+o 
+o 
+07 — ROBERT J. READY
+o 
+o 
+B
+Issues 
+The Board of Directors recommends a vote FOR the following proposal. 
+For 
+Against 
+Abstain 
+2.
+To ratify the appointment of Grant Thornton LLP as 
+independent public accountants for fiscal 2006.
+o 
+o 
+o 
+C
+Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed. 
+NOTE: Please sign exactly as name appears hereon indicating, where proper, official position or representative capacity. In the case of joint holders, you should sign. 
+Signature 1 — Please keep signature within the box 
+Signature 2 — Please keep signature within the box 
+Date (mm/dd/yyyy) 
+/
+/
+n 
+1 U P X H H H P P P P 007187
+— 
+001CD40001 00HPWA
+Table of Contents 
+Proxy — Meridian Bioscience, Inc. 
+THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 
+The
+undersigned hereby appoints WILLIAM J. MOTTO and MELISSA A. LUEKE, or either of them,
+proxies of the undersigned, each with the power of substitution, to vote cumulatively or otherw 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 prop come
+before the Annual Meeting of Shareholders of Meridian Bioscience, Inc. to be held on January 19,
+2006 at 2:00 P.M. Eastern Time at Holiday Inn, 4501 Eastgate Boulevard, Cincinnati, and any
+postponement or adjournment of such Annual Meeting.
+THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A CONTRARY CHOICE IS SPECIFIED.
+(This proxy is continued and is to be signed on the reverse side)

raw/proxies/0000794172/0000950152-06-010095/proxy.txt

@@ -0,0 +1,1305 @@
+DEF 14A
+1
+l23658adef14a.htm
+MERIDIAN BIOSCIENCE, INC. DEF 14A
+Meridian Bioscience, Inc. DEF 14A 
+Table of Contents 
+SCHEDULE 14A 
+(Rule 14a-101) 
+INFORMATION REQUIRED IN THE PROXY STATEMENT 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) 
+of the Securities Exchange Act of 1934 
+(Amendment No. ___) 
+Filed by the Registrant þ 
+Filed by a Party other than the Registrant o 
+Check the appropriate box: 
+o Preliminary Proxy Statement 
+o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+þ Definitive Proxy Statement 
+o Definitive Additional Materials 
+o Soliciting Material Under Rule 14a-12
+Meridian Bioscience, Inc. 
+(Name of Registrant as Specified in Its Charter) 
+(Name of Person(s) Filing Proxy Statement if other than the Registrant) 
+Payment of Filing Fee (Check the appropriate box):
+þ 
+No fee required. 
+o 
+Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies: 
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
+Per unit price or other underlying value of transaction computed pursuant to
+Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
+state how it was determined): 
+(4) 
+Proposed maximum aggregate value of transaction: 
+(5) 
+Total Fee Paid: 
+o 
+Fee paid previously with preliminary materials. 
+o 
+Check box if any part of the fee is offset as provided by Exchange
+Act Rule 0-11(a)(2) and identify the filing for which the offsetting
+fee was paid previously. Identify the previous filing by registration
+statement number, or the Form or Schedule and the date of its filing. 
+(1) 
+Amount Previously Paid: 
+(2) 
+Form, Schedule or Registration Statement No.: 
+(3) 
+Filing Party: 
+(4) 
+Date Filed: 
+Table of Contents 
+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 18, 2007 at the Holiday
+Inn, 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.
+Please complete, sign, date, and return your proxy card promptly in the enclosed envelope.
+Sincerely yours,
+/s/ William J. Motto
+William J. Motto 
+Chairman of the Board
+December 18, 2006
+Table of Contents 
+NOTICE OF ANNUAL MEETING 
+OF 
+SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC. 
+Time: 
+2:00 p.m., Eastern Time
+Date: 
+January 18, 2007
+Place: 
+Holiday Inn 
+4501 Eastgate Boulevard 
+Cincinnati, OH 45245
+Purpose: 
+• 
+Elect directors 
+• 
+Approve the Meridian Bioscience, Inc. Officers’ Performance Compensation Plan 
+• 
+Ratify appointment of Grant Thornton LLP as Meridian’s independent public
+accountants for fiscal year 2007 
+• 
+Conduct other business if properly raised 
+Only shareholders of record on December 1, 2006 may vote at the meeting. The approximate
+mailing date of this Proxy Statement and accompanying Proxy Card is December 18, 2006.
+Your vote is important. Please complete, sign, date, and return your proxy card promptly in
+the enclosed envelope. 
+/s/ Melissa Lueke
+Melissa Lueke 
+Secretary
+December 18, 2006
+TABLE OF CONTENTS 
+Page 
+GENERAL INFORMATION 
+1 
+ELECTION OF DIRECTORS 
+2 
+APPROVAL OF THE OFFICERS’ PERFORMANCE COMPENSATION PLAN 
+3 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+6 
+CORPORATE GOVERNANCE 
+7 
+REPORT OF THE AUDIT COMMITTEE 
+9 
+REPORT OF THE COMPENSATION COMMITTEE 
+10 
+DIRECTORS AND EXECUTIVE OFFICERS 
+13 
+SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+14 
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+14 
+OPTION GRANTS IN LAST FISCAL YEAR 
+16 
+FISCAL 2006 OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES 
+16 
+PERFORMANCE GRAPH 
+17 
+QUESTIONS? 
+18 
+OFFICERS’ PERFORMANCE COMPENSATION PLAN 
+ANNEX A 
+Table of Contents 
+GENERAL INFORMATION 
+Who may vote 
+Shareholders of Meridian, as recorded in our stock register on December 1, 2006, may vote at the
+meeting. As of that date, Meridian had 26,215,202 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 sign and return the enclosed proxy card but do not specify how to vote, we will vote your
+shares in favor of our director candidates, in favor of the Officers’ Performance Compensation Plan
+and in favor of the ratification of appointment of Grant Thornton LLP as Meridian’s independent
+public accountants for fiscal year 2007.
+If any other matters come before the meeting or any adjournment, 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, you may get material from them asking how you want to vote.
+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 18.
+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 six director candidates receiving the most votes will be elected to fill the seats on the
+Board. Approval of the Officers’ Performance Compensation Plan and the ratification of appointment
+of accountants each require the favorable vote of a majority of the votes cast. Only votes for or
+against these proposals count. Abstentions and broker non-votes count for quorum purposes but
+-1- 
+Table of Contents 
+not 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 adjournment, will require the affirmative
+vote of a majority of the votes cast.
+ELECTION OF DIRECTORS 
+(Item 1 on the Proxy Card) 
+The Nominating Committee of the Board of Directors has nominated for re-election all of the
+following current directors: James A. Buzard, John A. Kraeutler, Gary P. Kreider, 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 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 President, a Vice President or the
+Secretary of Meridian not less than 48 hours prior to the Annual Meeting. The proxies solicited
+include discretionary authority to cumulate votes.
+Four of our six nominees are not Meridian employees. Only non-employee directors serve on
+Meridian’s Audit, Compensation and Nominating committees. 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 you vote FOR
+each of the following
+candidates: 
+James A.
+Buzard, Ph.D. 
+Director since 1990 
+Age: 79
+James A. Buzard, Ph.D. was Executive
+Vice President of Merrell Dow
+Pharmaceuticals Inc. from March 1981
+until December 1989. From December
+1989 until his retirement in
+February 1990, he was Vice President
+of Marion Merrell Dow, Inc. He has
+been a business consultant since
+February 1990. 
+John A. Kraeutler 
+Director since 1997 
+Age: 58
+John A. Kraeutler has more than 30
+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. 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. 
+-2- 
+Table of Contents 
+Gary P. Kreider, Esq. 
+Director since 1991 
+Age: 68
+Gary P. Kreider serves as Chairman of the
+Compensation Committee and Board Secretary. For
+over five years Mr. Kreider has been a senior
+partner in the Cincinnati law firm of Keating
+Muething & Klekamp PLL, the Company’s outside
+counsel. His primary practice areas are securities
+law, mergers and acquisitions, and general corporate
+law, and he has been with Keating Muething & Klekamp
+since 1963. Effective October 1, 2005 Mr. Kreider
+no longer has a vote or partnership interest in the
+firm’s earnings although his affiliation with the
+firm continues. Mr. Kreider has been an Adjunct
+Professor of Law in securities regulation at the
+University of Cincinnati College of Law since 1977
+and is a past Chairman of the Ohio State Bar
+Association Corporate Law Committee. Mr. Kreider is
+also a Director of LSI Industries Inc. 
+William J. Motto 
+Director since 1977 
+Age: 65
+William J. Motto has more than 35 years of
+experience in the pharmaceutical and diagnostics
+products industries, is a founder of Meridian and
+has been Chairman of the Board since 1977. 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. 
+David C. Phillips 
+Director since 2000 
+Age: 68
+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 serves as a
+director of Cintas Corporation and Summit Family of
+Mutual Funds. 
+Robert J. Ready 
+Director since 1986 
+Age: 66
+Robert J. Ready serves as Chairman of the Nominating
+Committee. Mr. Ready founded LSI Industries Inc.,
+Cincinnati, Ohio in 1976, which engineers,
+manufactures and markets commercial/industrial
+lighting and graphics products, and has served as
+its President and Chairman of its Board of Directors
+since that time. 
+APPROVAL OF THE OFFICERS’ PERFORMANCE COMPENSATION PLAN 
+(Item 2 on the Proxy Card) 
+Shareholders are being asked to approve Meridian’s Officers’ Performance Compensation Plan. A copy
+of this Plan is attached to these proxy materials as Annex A (the “Plan”). This Plan has been in use
+for numerous years, in substantially the same form, as a mechanism for stimulating and rewarding
+the achievement of aggressive business goals. Management believes the Plan is an integral part of
+the Company’s success as compensation earned under the Plan is based on achieving aggressively
+targeted levels of net earnings and individual performance.
+This Plan is being presented for shareholder approval so that the compensation expense for awards
+under the Plan will be tax deductible for the Company and not subject to limitations on
+-3- 
+Table of Contents 
+deductibility as outlined under Section 162(m) of the Internal Revenue Code of 1986, as amended.
+Under the Plan, the Company may grant cash bonus awards to the chief executive officer, the four
+other most highly compensated officers, and certain other operating officers of the Company, based on the
+satisfaction of pre-established performance goals set forth in the Plan.
+The Plan is designed to take into account Section 162(m) of the Internal Revenue Code which
+generally denies corporate tax deductions for annual compensation exceeding $1,000,000 paid to the
+chief executive officer and the four other most highly compensated officers of a public company as
+of the end of the Company’s taxable year (“Covered Employees”). Certain types of compensation,
+including performance-based compensation, are excluded from this deduction limit. In an effort to
+ensure that compensation payable under the Plan to Covered Employees will qualify as
+performance-based compensation, the material terms of the performance goals in the Plan must be
+disclosed to and approved-by shareholders before the compensation is paid. The material terms of
+the Plan and the performance measures described below are being submitted by the Company for
+approval by the shareholders at the Annual Meeting. Upon shareholder approval, the Company
+believes that compensation payable pursuant to the Plan will be deductible for federal income tax
+purposes under most circumstances, but there can be no assurance in this regard. Moreover, under
+certain circumstances such as death, disability and retirement, compensation not qualified under
+Section 162(m) of the Internal Revenue Code may be payable. By approving the Plan, the
+shareholders will be approving, among other things, the performance measures (other than the
+personal achievement measures), eligibility requirements and annual incentive award limits
+contained therein.
+The Plan . The Compensation Committee of the Board of Directors has approved the Plan. The Company
+proposes as a business criterion the measure of annual net earnings. The following description of
+the material terms of the Plan is qualified in its entirety by reference to the complete text set
+forth in Annex A.
+Administration . Executive officers and operating officers of the Company are entitled to
+participate in the Plan. Employees hired after March 31 of each fiscal year may not be eligible to
+receive a bonus for the fiscal year ending September 30. Employees hired after October 1 of each
+fiscal year but before March 31 will be eligible for a pro-rated bonus for the fiscal year ending
+September 30. Employees who terminate employment before September 30 are normally ineligible.
+Eligible employees must be on the Company’s payroll on the date the bonus checks are distributed.
+The Company estimates that as of the date hereof, approximately 9 employees are eligible to
+participate in the Plan.
+The Plan provides for the payment of cash bonuses as a percentage of base salary at designated net
+earnings levels. Eligible employees shall receive a bonus equal to a percentage of the employee’s
+base salary depending on the level of Company net earnings achieved for the fiscal year. The net
+earnings targets shall be established by the Compensation Committee of the Board of Directors
+within 90 days after the start of each fiscal year. Base salaries for each eligible employee must
+be established and fixed for the fiscal year at the time that the Company earnings targets are
+established by the Compensation Committee. The earnings objectives exclude the positive and
+negative effects associated with extraordinary developments as disclosed in the Company’s Form
+10-K. The computation also includes a personal achievement multiplier. The multiplier for the
+Chairman and Chief Executive Officer will be determined by the
+-4- 
+Table of Contents 
+Compensation Committee.
+Shareholders are not being asked to approve any personal achievement measures. However,
+shareholder approval of the measure of annual net earnings shall be sufficient for the usage of
+such measure for awards in future fiscal years.
+Achievement and Discontinuance . The Board of Directors or the Compensation Committee has the right
+to modify, suspend, or terminate the Plan at any time, but such right shall not include the
+discretion to increase compensation after performance targets are established and the period of
+service has commenced in violation of Section 162(m).
+Federal Income Tax Consequences . The Company believes that under present law the following are the
+federal income tax consequences generally arising with respect to awards granted under the Plan.
+This summary is for shareholder informative purposes and is not intended to provide tax advice to
+Plan participants.
+Plan participants must generally recognize ordinary income equal to the cash value of awards
+received. Subject to Section 162(m), the Company will be entitled to a deduction for the same
+amount.
+The foregoing provides only a general description of the application of federal income tax laws to
+certain types of awards under the Plan. The summary does not address the effects of foreign, state
+and local tax laws. Because of the complexities of the tax laws, Plan participants are encouraged
+to consult a tax advisor as to their individual circumstances. 
+New Plan Benefits . Because incentive awards are made based on the achievement of future net
+earnings targets and personal achievement ratings, it cannot be determined at this time what
+benefits or amounts, if any, will be paid or allocated to any person or group of persons under the
+Plan. Amounts which have been paid to certain executive officers under the plan (which was
+substantially the same as the Plan described above) for the last three fiscal years are reported in
+the Summary Compensation Table on page 15.
+-5- 
+Table of Contents 
+PLAN BENEFITS
+OFFICERS’ PERFORMANCE COMPENSATION PLAN 
+Name and Position 
+Dollar Value 
+William J. Motto 
+$ 
+490,875 
+Chairman of the Board, 
+Chief Executive Officer 
+John A. Kraeutler 
+388,500 
+President, 
+Chief Operating Officer 
+Antonio A. Interno 
+291,748 
+Senior Vice President, President and 
+Managing Director Meridian 
+Bioscience Europe 
+Richard L. Eberly 
+73,500 
+Executive Vice
+President, President 
+Meridian Life Science 
+Lawrence J. Baldini 
+215,250 
+Executive Vice
+President, Operations and 
+Information Systems 
+Entire Executive Group 
+$ 
+1,981,104 
+The above represents the amounts earned and paid for 2006 under the plan in place which was
+substantially the same as the Plan described above. The amounts to be paid for 2007 are
+undeterminable.
+The Board of Directors of the Company unanimously recommends that you vote “FOR” the approval of
+the Meridian Officers’ Performance Compensation Plan and annual net earnings as the measure used to
+determine the amount of cash bonus payments to be awarded under the Plan. 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+(Item 3 on the Proxy Card) 
+Although not required, the Board is seeking shareholder ratification of the Audit Committee’s
+selection of Grant Thornton LLP as Meridian’s independent registered public accounting firm for the
+2007 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 2007. Representatives of Grant Thornton are
+expected to be present at the Shareholders’ Meeting and will be given an opportunity to make a
+statement, if they so desire, and to respond to appropriate questions that may be asked by
+shareholders.
+-6- 
+Table of Contents 
+Principal Accounting Firm Fees :
+Aggregate fees billed to Meridian by Grant Thornton LLP for fiscal years 2006 and 2005 are listed
+below:
+2006 
+2005 
+Audit Fees 
+$ 
+295,000 
+$ 
+325,000 
+Audit Related Fees 
+19,428 
+80,554 
+All Other Fees 
+16,160 
+8,355 
+$ 
+330,588 
+$ 
+413,909 
+Audit Fees. Audit fees are the fees billed for professional services rendered by Meridian’s
+independent registered public accounting firm for their audit of Meridian’s consolidated annual
+financial statements for the years ended September 30, 2006 and 2005, respectively, and reviews of
+the unaudited quarterly consolidated financial statements contained in the reports on Form 10-Q
+filed by Meridian during those years and on reporting on Meridian’s internal control 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. In 2005, such fees primarily related to services for the OEM Concepts, Inc. acquisition
+and common share offering.
+All Other Fees. All other fees are the fees billed for services other than those in the categories
+previously described, primarily for the audit of the Company’s benefit plan.
+CORPORATE GOVERNANCE 
+Meridian is an Ohio corporation and, therefore, is governed by the corporate laws of Ohio. Since
+its Common Shares are publicly traded on Nasdaq and it files reports with the Securities and
+Exchange Commission, it is also subject to NASD rules as well as various provisions of federal
+securities laws.
+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 following directors meet the NASD requirements for independence: David C. Phillips, James A.
+Buzard, Robert J. Ready and Gary P. Kreider. 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.
+During fiscal 2006, the Board of Directors met on four occasions and took action in writing on one
+occasion.
+-7- 
+Table of Contents 
+Meridian expects all directors to attend shareholders’ meetings. Each director attended the 2006
+Annual Shareholders’ Meeting, all meetings of the Board and all meetings of Committees of which he
+was a member.
+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.
+Non-employee directors of Meridian receive $20,000 per year for serving as a director and as
+members of committees of the Board. They also receive $1,500 for each meeting of the Board and
+$1,000 for each committee meeting attended. They receive $750 for each Board meeting and $500 for
+each committee meeting held by telephone. The Audit Committee Chairman receives an additional
+$8,000 annually and
+the Compensation Committee Chairman receives an additional $3,000 annually. The Board Secretary
+receives an additional $1,000 for serving at each meeting of a committee of which he is not a
+member. Each non-employee director is also granted a non-qualified option to purchase 3,476 shares
+of Common Stock 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.
+At its meeting on July 24, 2003, the Board adopted the Audit Committee Charter and a Code of Ethics
+for Meridian’s officers, directors and employees. On November 10, 2005, the Board approved certain
+amendments for the Audit Committee Charter. The amended Audit Committee Charter was attached to
+the proxy statement for Meridian’s 2006 Annual Shareholders’ Meeting. The Code of Ethics will be
+sent without charge to any shareholder who sends a request to Meridian’s Secretary.
+The independent directors plan to meet at least two times during fiscal 2007 without the presence
+of management directors. The independent members of the Board had one such meeting in fiscal 2006.
+The directors have organized themselves into the committees described below. Each of these
+committees is composed entirely of non-employee directors who meet the relevant independence
+requirements established by Nasdaq and the Sarbanes-Oxley Act that apply to their particular
+assignments. Meridian does not have an Executive Committee of its Board of Directors.
+The Audit Committee is composed of David C. Phillips, Chairman, James A. Buzard and Robert J.
+Ready. It met seven times last year. Each member of the Audit Committee is independent as defined
+by the Nasdaq listing standards and the Securities Exchange Act of 1934. Each member is able to
+read and understand fundamental financial statements. David C. Phillips has been designated as the
+Audit Committee financial expert as that term is defined in SEC regulations.
+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
+-8- 
+Table of Contents 
+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.
+The Committee has submitted the following report to shareholders.
+REPORT OF THE AUDIT COMMITTEE 
+On April 19, 2006, the Committee met with representatives of Grant Thornton and Meridian’s internal
+accountants and reviewed with them the proposed 2006 Audit Plan, areas warranting particular
+concentration on the audit and the effects of new accounting pronouncements. The Grant Thornton
+representatives reviewed with the Committee written disclosures required by the Independence
+Standards Board Standard No. 1 regarding independence of the registered public accounting firms and
+presented a letter regarding that matter to the Committee. The Committee discussed with Grant
+Thornton its independence.
+At its meeting on November 14, 2006, the Committee reviewed with management, Grant Thornton and
+Meridian’s accounting officers the results of the audit for fiscal 2006, including the audited
+financial statements. The Committee reviewed the requirements of its Charter previously adopted
+and the reports that were required to be disclosed to the Committee. The Committee discussed with
+Grant Thornton the matters required to be discussed by Statement on Auditing Standards No. 61.
+The Committee met on November 27, 2006 to review and discuss a draft of the Form 10-K, including
+the audited financial statements therein. Based on their review 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, 2006 for filing with the Securities and
+Exchange Commission.
+During its meetings, the Committee reviewed procedures related to the receipt, retention and
+treatment of any complaints concerning accounting, internal accounting controls or auditing
+matters. Also during its meetings, the Chairman of the Audit Committee reported to the full
+Committee the independent accountants’ fees that had been preapproved and the Committee approved
+such fees. Certain fees were preapproved by the full Committee. The Committee also
+-9- 
+Table of Contents 
+reviewed the
+requirements of and Meridian’s on-going compliance with Section 404 of the Sarbanes-Oxley Act.
+Respectfully submitted,
+Audit Committee
+David C. Phillips (Chairman) 
+Robert J. Ready 
+James A. Buzard
+The Compensation Committee is responsible for establishing compensation for executive officers.
+This includes establishing salary levels and bonus plans, making bonus awards and otherwise dealing
+in all matters concerning compensation of the executive officers and awarding stock options for all
+employees. Meridian’s Compensation Committee is composed of Messrs. Kreider (Chairman), Buzard,
+Phillips and Ready.
+In determining the compensation of the Chief Executive Officer, the Committee’s deliberations and
+voting take place without his presence. Mr. Kreider recused himself from voting on compensation
+issues as required to comply with the performance-based compensation exception to Section 162(m) of
+the Internal Revenue Code.
+The Compensation Committee met two times and did not take any actions in writing during fiscal
+2006.
+The report of the Compensation Committee follows.
+REPORT OF THE COMPENSATION COMMITTEE 
+Salaries are set on a calendar year basis and therefore salaries paid in the first three months of
+each fiscal year beginning October 1 are set in the prior year. A significant portion of
+compensation for fiscal 2006 was in the form of performance bonuses, as is noted in the Summary
+Compensation Table. Compensation for executive officers for fiscal 2006 was set by the Committee
+on November 10, 2005. In preparation for the meeting, the members reviewed charts showing the
+compensation paid and earned for 2005 along with management recommendations for 2006. Management
+suggested that salaries increase by approximately 5% for each person, with the exception of the
+President and Chief Operating Officer, for which there was a 10% recommendation. The materials
+previously supplied also discussed the potential application of the compensation deduction
+limitations of Section 162(m) of the Internal Revenue Code and whether it was likely that those
+limitations would apply to Meridian. The Committee had also been presented with a survey showing
+salary ranges of various levels of executives in public companies in the industry and in the
+Greater Cincinnati area. After discussion, the Committee adopted management’s recommendations on
+salary increases. The Committee next considered Mr. Motto’s performance, as to which it had no
+recommendations. The Committee determined that his compensation should be increased 10% because of
+his efforts in leading the Company through an outstanding year in fiscal 2005, his work on the
+Company’s equity offering in fiscal 2005 and the acquisition of OEM Concepts, Inc. These salaries
+are reflected in the Summary Compensation Table.
+-10- 
+Table of Contents 
+At its November 10, 2005 meeting, the Board also considered management’s recommendation for an
+Officers’ Performance Compensation Plan (2006 Plan). The 2006 Plan text had previously been sent
+to the Committee members. The 2006 Plan provided for the granting of bonuses as a percent of
+compensation if fiscal 2006 earnings reached at least $16,100,000, which the Committee believed was
+a meaningful increase from the $12,565,000 earned in fiscal 2005. The 2006 Plan provided for
+several steps of bonus awards if earnings increased beyond the initial level and the application of
+a personal achievement multiplier as recommended by management. The 2006 Plan was implemented and
+the bonuses awarded are reflected in the Summary Compensation Table.
+At that meeting the Committee also awarded options to purchase 10,500 shares of Common Stock at an
+exercise price based on the current market value. Those options were exercisable for a period of
+ten years, but were subject to forfeiture if the earnings level in the Company’s Performance
+Compensation Plan of $16,950,000 was not reached. Once the earnings level was reached, the options
+would vest over three years from that date. Since net earnings of $16,950,000 was reached, those
+options are now in effect and are reflected in the option tables presented in this proxy statement.
+The Committee met on November 15, 2006 to set compensation for 2007. No members of management
+participated in this meeting and the only persons present were the Committee members. The
+Committee reviewed the compensation programs of the Company and the Company’s philosophy in setting
+performance goals as the most important part of its overall compensation program. The Committee
+also had available a report submitted by the Chairman, as well as material supplied by the Company,
+which showed total compensation received by all executive officers from all sources in fiscal 2006
+and recommendations for 2007.
+The Committee reviewed bonus awards made pursuant to the 2006 Plan previously approved by the
+Board. The Committee noted from financial materials presented that net earnings for fiscal 2006
+exceeded the highest level in the performance plan and then reviewed the personal multiplier
+element of the bonus award as recommended by management. The Committee made several changes to the
+multipliers, which increased the amount of bonus paid. The Committee received no recommendations
+as to the multiplier for the Chairman and CEO, but set that at the highest level being paid to
+several other officers based on his leadership of the Company in its outstanding year in fiscal
+2006.
+The Committee also discussed salaries and allowances for auto and professional fees for 2007. The
+Committee reviewed management’s recommendations calling for salary increases ranging from a high of
+17% to a low of 3% for the persons identified in the Summary Compensation Table and auto and
+professional allowances at generally the same level as in fiscal 2006. The Committee followed
+these recommendations. The Committee received no recommendation as to the Chairman and CEO. The
+Committee set his salary at an increase of 8%, which the Committee believed was appropriate based
+on his leadership of the Company in fiscal 2006.
+At the same meeting, the Committee established an Officers’ Performance Compensation Plan (the
+Plan) for fiscal 2007. The Plan follows the format of similar plans that have been in place for
+numerous years, with bonuses based upon the achievement of net earnings levels. The Plan includes
+six levels of net earnings targets. For fiscal 2007, the minimum net earnings level was set at a
+level that represents 22% growth above fiscal 2006 actual net earnings. In addition to the
+-11- 
+Table of Contents 
+net earnings test, the bonuses are to be based on ratings of personal achievement, which are then
+applied to any bonuses earned. Depending on net earnings levels achieved and the application of
+personal achievement ratings, cash bonuses available to each individual covered by the Plan could
+range generally from 5% to 120% of the individual’s base salary. Options were also awarded to each
+executive officer to purchase 10,500 shares of common stock at a price of $24.83 per share,
+pursuant to the 2004 Equity Compensation Plan. These options will become void if net earnings for
+fiscal 2007 are less than $23,600,000. However, if that level is reached, the options will be
+exercisable for a period of ten years and vest over a three year period commencing with the
+announcement of fiscal 2007 results. The earnings test for both the bonus and option plans
+excludes positive and negative effects associated with extraordinary developments as defined in the
+Plan, including adjustments for acquisitions and other matters.
+The Committee believes that its plans will ensure that if the executive officers receive meaningful
+bonuses and the options granted in November 2006 vest, it will be because their efforts,
+individually and as a team, will have enabled Meridian to achieve significant increases in net
+earnings for the benefit of all shareholders.
+Respectfully submitted,
+Compensation Committee
+Gary P. Kreider (Chairman) 
+Robert J. Ready 
+James A. Buzard 
+David C. Phillips
+The Nominating 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 Nominating Committee consists of Robert J. Ready, Chairman, James A.
+Buzard and David C. Phillips.
+The Board of Directors has established a Charter for the Nominating Committee, a copy of which was
+attached as Appendix B to the proxy statement for Meridian’s 2005 Annual Shareholders’ Meeting.
+In nominating directors, the Nominating Committee takes into account, among other factors which it
+may deem appropriate, the judgments, skill, diversity, business experience, 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 in care of the Company at its address shown on the cover page of this proxy statement.
+The Nominating Committee met one time last year. On November 14, 2006 the Committee considered and
+nominated the current directors for re-election.
+-12- 
+Table of Contents 
+DIRECTORS AND EXECUTIVE OFFICERS 
+This table lists the executive officers and directors of Meridian and shows how much common stock
+each owned on December 1, 2006.
+Common Stock 
+Beneficially Owned 
+Name 
+Position 
+Amount 1 
+Percentage 
+William J. Motto
+Chairman of the
+Board of Directors,
+Chief Executive
+Officer
+523,125 
+2.0 
+% 
+John A. Kraeutler
+President, Chief
+Operating Officer
+and Director
+328,227 
+1.2 
+% 
+Antonio A. Interno 2 
+Senior Vice
+President,
+President and
+Managing Director
+of Meridian
+Bioscience Europe
+157,715 
+* 
+Richard L. Eberly 3 
+Executive Vice 
+President, 
+President Meridian 
+Life Science
+7,000 
+* 
+Lawrence J. Baldini 4 
+Executive Vice
+President,
+Operations and
+Information Systems
+33,000 
+* 
+Kenneth J. Kozak 5 
+Vice President,
+Research and
+Development
+51,000 
+* 
+Melissa A. Lueke 6 
+Vice President,
+Chief Financial
+Officer and
+Secretary
+78,885 
+* 
+Susan A. Rolih 7 
+Vice President, 
+Regulatory Affairs 
+& Quality Assurance
+40,500 
+* 
+Todd W. Motto 8 
+Vice President,
+Sales and Marketing
+603,198 
+2.3 
+% 
+James A. Buzard, Ph.D 9, 10 
+Director
+48,951 
+* 
+Gary P. Kreider 10, 11 
+Director
+51,684 
+* 
+Robert J. Ready 9, 10 
+Director
+51,407 
+* 
+David C. Phillips 9, 10 
+Director
+21,496 
+* 
+All Executive Officers and Directors
+as a Group
+1,996,188 
+7.5 
+% 
+1 
+Includes options exercisable within 60 days from Mr. William Motto of 48,000 shares,
+Mr. Kraeutler of 190,215 shares, Mr. Eberly of 7,000 shares, Mr. Kozak of 48,000 shares, Ms. Lueke
+of 19,875 shares, Ms. Rolih of 29,250 shares, Mr. Baldini of 7,000 shares, Mr. Todd Motto of 14,550
+shares, Mr. Buzard of 34,760 shares, Mr. Kreider of 29,308 shares, Mr. Ready of 34,760 shares and
+Mr. Phillips of 3,476 shares. 
+2 
+Antonio A. Interno was appointed Vice President in August 1991, appointed Senior Vice
+President in September 1997, and appointed President, Managing Director of Meridian Bioscience
+Europe in October 2003. He has been Managing Director of Meridian’s European subsidiaries,
+Meridian Bioscience Europe since February 1990. Age: 56 
+3 
+Richard L. Eberly was appointed Vice President of Sales and Marketing on January 10,
+1997, appointed Executive Vice President in May 2000, appointed Executive Vice President, General
+Manager of Meridian Life Science in February 2003 and appointed Executive Vice President and
+President Meridian Life Science in October 2005. He has over 18 years of experience in the medical
+diagnostic industry and joined Meridian in January 1995. Prior to his 
+-13- 
+Table of Contents 
+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. Age: 45 
+4 
+Lawrence J. Baldini was appointed Vice President of Operations on April 3, 2001 and
+appointed 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: 47 
+5 
+Kenneth J. Kozak joined Meridian in October 1987 and was appointed Vice President,
+Research and Development, on May 17, 1999. Prior to this appointment, Mr. Kozak served as Director
+of Product Development for Meridian. Before joining Meridian, Mr. Kozak held a variety of positions
+at the University of Cincinnati College of Medicine. Age: 52 
+6 
+Melissa A. Lueke was appointed Vice President, Chief Financial Officer and Secretary
+on January 23, 2001. 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: 43 
+7 
+Susan A. Rolih was appointed Vice President of Regulatory Affairs and Quality
+Assurance on May 29, 2001. Before joining Meridian, Ms. Rolih held various regulatory and quality
+positions with Immucor, Inc. Age: 57 
+8 
+Todd W. Motto was appointed Vice President Sales and Marketing on October 3, 2005.
+Prior to this, Mr. Motto served in a number of different sales and marketing positions for
+Meridian, beginning in 1993. Most recently, he served as Meridian’s Director of Sales and
+Marketing, Meridian Bioscience Europe for the last five years. Age: 40 
+9 
+Audit Committee Member. 
+10 
+Compensation Committee Member. 
+11 
+Includes 217 shares held by his wife, 1,500 shares held as custodian for his minor
+child and 7,217 shares held by trusts of which Mr. Kreider is trustee and a beneficiary. 
+* 
+Less than one percent. 
+SECTION 16 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 Securities and Exchange
+Commission. 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 except the following: the company filed a Form
+4 for Mr. Interno on May 18, 2006 reflecting sales of 25,800 shares executed on April 26, 2006 and
+24,200 shares executed on May 4, 2006.
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION 
+Gary P. Kreider, who is Chairman of the Compensation Committee, is a senior partner of Keating
+Muething & Klekamp PLL, Cincinnati, Ohio, a law firm that provided legal services to Meridian in
+fiscal 2006.
+-14- 
+Table of Contents 
+SUMMARY COMPENSATION TABLE 
+Annual Compensation 
+Securities 
+Underlying 
+All Other 
+Name and Principal Position 
+Year 
+Salary 
+Bonus 
+Options 
+Compensation 
+William J. Motto 1 
+2006 
+$ 
+456,155 
+$ 
+490,875 
+10,500 
+$ 
+136,811 
+Chairman of the Board of
+Directors, 
+2005 
+422,168 
+510,213 
+10,500 
+131,900 
+Chief Executive Officer 
+2004 
+409,615 
+388,125 
+10,500 
+56,723 
+John A. Kraeutler 2 
+2006 
+$ 
+360,573 
+$ 
+388,500 
+10,500 
+$ 
+38,054 
+President, Chief Operating Officer 
+2005 
+328,123 
+401,760 
+10,500 
+31,114 
+2004 
+306,308 
+290,625 
+10,500 
+30,819 
+Antonio A. Interno 3 
+2006 
+$ 
+307,192 
+$ 
+291,748 
+10,500 
+$ 
+30,588 
+Senior Vice President, Managing 
+2005 
+308,011 
+275,447 
+10,500 
+30,967 
+Director MDE 
+2004 
+277,717 
+178,593 
+10,500 
+38,161 
+Richard L. Eberly 4 
+2006 
+$ 
+244,598 
+$ 
+73,500 
+10,500 
+$ 
+26,101 
+Executive Vice President, Sales, 
+2005 
+219,473 
+199,341 
+10,500 
+24,510 
+Marketing and Operations 
+2004 
+211,923 
+167,187 
+10,500 
+26,058 
+Lawrence J. Baldini 5 
+2006 
+$ 
+204,385 
+$ 
+215,250 
+10,500 
+$ 
+18,985 
+Vice President, Chief Financial 
+2005 
+166,260 
+153,389 
+10,500 
+16,550 
+Officer and Secretary 
+2004 
+153,106 
+145,254 
+10,500 
+16,137 
+1 
+“All Other Compensation” for Mr. Motto includes (a) car allowances of $18,861,
+$20,000 and $19,584 in 2006, 2005 and 2004, respectively, (b) amounts accrued under Meridian’s
+Savings and Investment Plan and (c) professional allowances of $50,000, $45,000 and $25,000 in
+2006, 2005 and 2004, respectively. In the case of a disability, Meridian is obligated to pay
+Mr. 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 insurance payments made to Mr.
+Motto under any insurance policy or program maintained by Meridian. Todd Motto, the adult son
+of William J. Motto, is Vice President, Sales and Marketing. Todd Motto received approximately
+$326,475 in compensation for fiscal 2006. 
+2 
+“All Other Compensation” for Mr. Kraeutler includes (a) car allowances of
+$17,064, $12,280, and $13,479 in 2006, 2005 and 2004, respectively, (b) amounts accrued under
+Meridian’s Savings and Investment Plan of $12,600, $11,550, and $12,339 in 2006, 2005 and 2004,
+respectively, and (c) professional allowances. Mr. Kraeutler and Meridian are parties to an
+employment agreement dated February 15, 2001 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) upon the occurrence of certain events,
+including a change in control of Meridian. The agreement was effective for a period of 36
+months commencing February 15, 2001, automatically extending until either party terminates the
+agreement. In the case of disability, Meridian is obligated to pay Mr. Kraeutler 100% of his
+base and performance compensation, averaged from the preceding fiscal years, until age 65. 
+3 
+“All Other Compensation” for Mr. Interno includes (a) car allowances of
+$24,588, $25,409 and $32,161 in 2006, 2005 and 2004, respectively, and (b) retirement
+contributions. Mr. Interno’s salary was € 249,870, € 241,684, and € 231,750 in 2006, 2005, and
+2004. Mr. Interno’s bonus was € 227,651, € 216,810, and € 146,875 in 2006, 2005, and 2004. The
+U.S. dollar compensation amounts include fluctuations in the exchange rates between the U.S.
+dollar and the Euro. 
+-15- 
+Table of Contents 
+4 
+“All Other Compensation” for Mr. Eberly includes (a) car allowances of
+$12,001, $12,000, and $14,003 in 2006, 2005 and 2004, respectively, (b) amounts accrued under
+Meridian’s Savings and Investment Plan of $12,600, $11,550, and $12,055 in 2006, 2005 and 2004,
+respectively, and (c) professional allowances. 
+5 
+“All Other Compensation” for Mr. Baldini includes (a) car allowances of
+$6,000, $5,000 and $5,000 in 2006, 2005 and 2004, respectively (b) amounts accrued under
+Meridian’s Savings and Investment Plan of $12,600, $11,550, and $10,837 in 2006, 2005 and 2004,
+respectively, and (c) professional allowances. 
+OPTION GRANTS IN LAST FISCAL YEAR 
+Potential Realized Value 
+at Assumed Annual Rates 
+of Price Appreciation for 
+Option Term 
+Number of 
+Securities 
+% of Total Options 
+Exercise 
+Underlying 
+Granted to 
+Price 
+Options 
+Employees in 
+($/Per 
+Expiration 
+Names 
+Granted 
+Fiscal 2006 
+Share) 
+Date 
+5% 
+10% 
+William J. Motto 
+10,500 
+5 
+% 
+$ 
+21.01 
+11/10/2015 
+$ 
+359,342 
+$ 
+572,193 
+John A. Kraeutler 
+10,500 
+5 
+% 
+$ 
+21.01 
+11/10/2015 
+$ 
+359,342 
+$ 
+572,193 
+Antonio A. Interno 
+10,500 
+5 
+% 
+$ 
+21.01 
+11/10/2015 
+$ 
+359,342 
+$ 
+572,193 
+Richard L. Eberly 
+10,500 
+5 
+% 
+$ 
+21.01 
+11/10/2015 
+$ 
+359,342 
+$ 
+572,193 
+Lawrence J. Baldini 
+10,500 
+5 
+% 
+$ 
+21.01 
+11/10/2015 
+$ 
+359,342 
+$ 
+572,193 
+FISCAL 2006 OPTION EXERCISES 
+AND FISCAL YEAR-END OPTION VALUES 
+Number of Securities 
+Value of Unexercised In- 
+Underlying Unexercised 
+the-Money Options at 
+Options at September 30, 
+September 30, 2006 
+2006 
+Shares 
+Acquired on 
+Value 
+Name 
+Exercise 
+Realized 
+Exercisable/Unexercisable 
+Exercisable/Unexercisable 
+William J. Motto 
+37,125 
+$ 
+584,834 
+48,000 / 96,375 
+$ 
+871,738 / $1,708,752 
+John A. Kraeutler 
+36,000 
+493,884 
+190,215 / 103,500 
+3,391,392 / 1,853,931 
+Antonio A. Interno 
+3,500 
+42,291 
+0 / 36,000 
+0 / 478,551 
+Richard L. Eberly 
+3,500 
+51,741 
+7,000 / 36,000 
+102,596 / 478,551 
+Lawrence J. Baldini 
+3,500 
+54,996 
+7,000 / 36,000 
+102,596 / 478,551 
+-16- 
+Table of Contents 
+PERFORMANCE GRAPH 
+The following graph shows the yearly percentage change in Meridian’s cumulative total
+shareholder return on its Common Stock as measured by dividing the sum of (A) the cumulative amount
+of dividends, assuming dividend reinvestment during the periods presented and (B) the difference
+between Meridian’s share price at the end and the beginning of the periods presented; by the share
+price at the beginning of the periods presented with the Wilshire 5000 Equity Index and a Peer
+Group Index. The Old Peer Group consists of Biomerica, Inc., Biosite, Inc., Idexx Laboratories
+Corp., Inverness Medical Innovations Inc., Neogen Corp., Orasure Technologies Inc., Quidel Corp.,
+Strategic Diagnostics Inc. and Trinity Biotech Plc. The New Peer Group consists of Biomerica,
+Inc., Biosite, Inc., Idexx Laboratories Corp., Inverness Medical Innovations, Invitrogen Corp.,
+Neogen Corp., Orasure Technologies Inc., Quidel Corp., Stratagene Corp., Strategic Diagnostics Inc.
+and Trinity Biotech Plc. The Old Peer Group is different from the New Peer Group because of
+acquisitions of Meridian’s peers made by other companies during 2006.
+-17- 
+Table of Contents 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+The deadline for shareholder proposals to be included in the Proxy Statement for next year’s
+meeting is August 15, 2007.
+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 2007 Annual Shareholders’ Meeting, it must be received prior to November
+5, 2007. If there is a change in the anticipated date of next year’s annual meeting or these
+deadlines by more than 30 days, we will notify you of this change through our Form 10-Q filings.
+Meridian’s Code of Regulations provides that only persons nominated by an officer, director or
+in writing by a shareholder at least five days prior to the meeting at which directors are to be
+selected shall be eligible for election.
+QUESTIONS? 
+If you have questions or need more information about the annual meeting, write to:
+Melissa Lueke, 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 the Computershare Shareholder Services at (888)
+294-8217.
+-18- 
+Table of Contents 
+ANNEX A 
+MERIDIAN BIOSCIENCE, INC. 
+OFFICERS’ PERFORMANCE COMPENSATION PLAN 
+I. PURPOSE 
+The purpose of this Plan is to define a mechanism for stimulating and rewarding the
+achievement of aggressive business goals, as agreed to by the Board of Directors.
+II. SCOPE 
+This Plan includes operating officers of the Company.
+III. GOALS 
+1. To provide an objective means of stimulating and rewarding performance based upon meeting
+specific business achievement levels.
+2. To provide a mechanism for rewarding individual performance based upon his/her
+contribution to the attainment of those achievement levels.
+IV. ELIGIBILITY REQUIREMENTS 
+1. Employees hired after March 31 may not be eligible to receive a bonus.
+2. Employees hired after October 1 but before March 31 are eligible for a pro-rata bonus.
+3. Employees who terminate before September 30 are normally ineligible. Also, employees
+must be on the payroll on the date the bonus checks are distributed.
+V. BONUS CALCULATIONS 
+A. Potential Payout . Eligible employees shall receive a bonus equal to a
+percentage of the employee’s base salary depending on the level of Company net earnings
+achieved for the fiscal year. The net earnings targets shall be established by the
+Compensation Committee of the Board of Directors within 90 days after the start of each
+fiscal year. Base salaries for each eligible employee must be established and fixed for the
+fiscal year at the time that the Company earnings targets are established by the
+Compensation Committee. The percentage of base salary for this portion of the calculation
+is capped at 60%.
+Corporate Achievement 
+Company Net Earnings 
+Level 
+for Fiscal Year (000) 
+% of Base Salary(A) 
+1
+Determined annually
+Determined annually 
+2
+Determined annually
+Determined annually 
+3
+Determined annually
+Determined annually 
+4
+Determined annually
+Determined annually 
+5
+Determined annually
+Determined annually 
+6
+Determined annually
+Determined annually 
+Table of Contents 
+B. Personal Achievement **
+Rating 
+Multiplier (B) 
+1
+Determined annually 
+2
+Determined annually 
+3
+Determined annually 
+4
+Determined annually 
+5
+Determined annually 
+C. Calculation 
+Base Salary x Corporate Achievement Level % (A) x Personal Achievement Multiplier (B)
+Item A excludes the positive and negative effects associated with extraordinary developments
+as disclosed in the Company’s Form 10-K. In the event of an acquisition during the Plan
+year, restructuring, purchase accounting and extraordinary charges associated with such
+acquisitions as disclosed in the Company’s Form 10-K will be added back to actual net
+earnings achieved to determine net earnings for bonus payout. If the acquisition provides
+accretive earnings, this will be included for purposes of bonus calculations as a means to
+incent management to pursue accretive acquisitions and in recognition of the significant
+time and effort necessary to complete such acquisitions. Furthermore, upon completion of
+acquisitions, the interest income assumed in the plan will be adjusted to reflect cash used.
+** The Compensation Committee may adjust the Personal Achievement Multiplier to account for
+extraordinary developments but in no event shall such Personal Achievement Multiplier exceed
+5.0x. The Compensation Committee may not increase compensation payable under this Plan in
+excess of the amounts provided herein.
+D. Deferral of Bonus Payment 
+Officers may elect to defer payment of bonus to January 15 of the following calendar year.
+Such election must be made in writing prior to March 31, of the applicable fiscal year.
+Table of Contents 
+o 
+Mark this box with an X if you have made
+changes to your name or address details above 
+Annual Meeting Proxy Card 
+A 
+Election of Directors 
+1. 
+Authority to elect as directors the six nominees listed below.
+The Board of Directors recommends a vote FOR the listed nominees. 
+For Withhold
+For Withhold 
+01 — JAMES A. BUZARD
+o o 
+04 — WILLIAM J. MOTTO
+o o 
+For Withhold
+For Withhold 
+02 — JOHN A. KRAEUTLER
+o o 
+05 — DAVID C. PHILLIPS
+o o 
+For Withhold
+For Withhold 
+03 — GARY P. KREIDER
+o o 
+06 — ROBERT J. READY
+o o 
+B 
+Issues 
+The Board of Directors recommends a
+vote FOR the following proposals. 
+2.
+To approve the Meridian Bioscience, Inc. Officers’ Performance Compensation Plan and annual
+net earnings as the factor used to determine the amount of cash bonus payments to be awarded
+under the business achievement levels under the Plan.
+For Against Abstain 
+o o o 
+3.
+To ratify the appointment of Grant Thornton LLP as independent public accountants for fiscal
+2007.
+For Against Abstain 
+o o o 
+C 
+Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed. 
+NOTE: Please sign exactly as name(s) appear(s) hereon, indicating, where proper, official position
+or representative capacity. All joint holders must sign.
+Signature 1 — Please keep signature within the box
+Signature 2 — Please keep signature within the box
+Date (mm/dd/yyyy) 
+Table of Contents 
+Proxy – Company Name 
+THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS 
+The undersigned hereby appoints WILLIAM J. MOTTO 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
+18, 2007 at 2:00 p.m. at Holiday Inn, 4501 Eastgate Boulevard, Cincinnati, Ohio and any
+postponement or adjournment of such Annual Meeting.
+THE PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A CONTRARY CHOICE IS
+SPECIFIED.
+(This proxy is continued and is to be signed on the reverse side.)
+THANK YOU FOR VOTING

raw/proxies/0000794172/0000950152-08-010080/proxy.txt

@@ -0,0 +1,2220 @@
+DEF 14A
+1
+l34724adef14a.htm
+FORM DEF 14A
+FORM DEF 14A 
+Table of Contents 
+UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
+WASHINGTON, D.C. 20549 
+SCHEDULE 14A 
+(Rule 14a-101) 
+INFORMATION REQUIRED IN PROXY STATEMENT 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) 
+of the Securities Exchange Act of 1934 
+(Amendment No. ___ ) 
+Filed by the Registrant þ 
+Filed by a Party other than the Registrant o 
+Check the appropriate box:
+o 
+Preliminary Proxy Statement 
+o 
+Confidential, for Use of the Commission Only (as permitted by Rule 14a- 6(e)(2) ) 
+þ 
+Definitive Proxy Statement 
+o 
+Definitive Additional Materials 
+o 
+Soliciting Material Pursuant to Section 14a-12 
+Meridian Bioscience, Inc. 
+(Name of Registrant as Specified in Its Charter) 
+(Name of Person(s) Filing Proxy Statement if Other Than the Registrant) 
+Payment of Filing Fee (Check the appropriate box):
+þ 
+No fee required. 
+o 
+Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. 
+(1) 
+Title of each class of securities to which transaction applies: 
+(2) 
+Aggregate number of securities to which transaction applies: 
+(3) 
+Per unit price or other underlying value of transaction computed pursuant to
+Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and
+state how it was determined): 
+(4) 
+Proposed maximum aggregate value of transaction: 
+(5) 
+Total Fee Paid: 
+o 
+Fee paid previously with preliminary materials. 
+o 
+Check box if any part of the fee is offset as provided by Exchange
+Act Rule 0-11(a)(2) and identify the filing for which the offsetting
+fee was paid previously. Identify the previous filing by registration
+statement number, or the Form or Schedule and the date of its filing. 
+(1) 
+Amount Previously Paid: 
+(2) 
+Form, Schedule or Registration Statement No.: 
+(3) 
+Filing Party: 
+(4) 
+Date Filed: 
+Table of Contents 
+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 22, 2009 at the Holiday
+Inn, 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 take advantage of new 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 new process will
+allow 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 complete, sign, date, and return your proxy
+card promptly in the enclosed envelope.
+Sincerely yours,
+/s/ William J. Motto
+William J. Motto 
+Executive Chairman of the Board
+December 9, 2008
+Table of Contents 
+NOTICE OF ANNUAL MEETING 
+OF 
+SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC. 
+Time: 
+2:00 p.m., Eastern Standard Time
+Date: 
+January 22, 2009
+Place: 
+Holiday Inn 
+4501 Eastgate Blvd. 
+Cincinnati, Ohio 45245
+Purpose: 
+• 
+Elect as directors the six nominees named in the attached proxy materials 
+• 
+Ratify appointment of Grant Thornton LLP as Meridian’s independent
+registered public accountants for fiscal year 2009 
+• 
+Conduct other business if properly raised 
+Only shareholders of record on November 24, 2008 may vote at the meeting. The approximate
+mailing date of this proxy statement and accompanying Proxy Card will be December 12, 2008.
+Your vote is important. Please complete, sign, date, and return your proxy card promptly
+in the enclosed envelope.
+/s/ Melissa Lueke
+Melissa Lueke 
+Secretary
+December 9, 2008
+Table of Contents 
+TABLE OF CONTENTS 
+Page 
+GENERAL INFORMATION 
+1 
+ELECTION OF DIRECTORS 
+2 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+4 
+CORPORATE GOVERNANCE 
+5 
+DIRECTORS AND EXECUTIVE OFFICERS 
+10 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+11 
+TRANSACTIONS WITH RELATED PERSONS 
+12 
+COMPENSATION DISCUSSION AND ANALYSIS 
+12 
+SUMMARY COMPENSATION TABLE 
+21 
+DIRECTOR COMPENSATION 
+26 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+27 
+QUESTIONS? 
+27 
+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, 2008, including financial statements and schedules thereto,
+filed with the SEC, are also available without charge to shareholders upon written request
+addressed to:
+Melissa Lueke, Vice President, Chief Financial Officer and Secretary 
+Meridian Bioscience, Inc. 
+3471 River Hills Drive 
+Cincinnati, Ohio 45244
+Table of Contents 
+GENERAL INFORMATION 
+Who may vote 
+Shareholders of Meridian, as recorded in our stock register on November 24, 2008, may vote at the
+meeting. As of that date, Meridian had 40,315,680 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 sign and return the enclosed proxy card but do not specify how to vote, we will vote your
+shares in favor of our director candidates and the ratification of appointment of Grant Thornton
+LLP as Meridian’s independent registered public accountants for fiscal year 2009. 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, you may get material from them asking how you want to vote.
+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 27.
+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 six director candidates receiving the most votes will be elected to fill the seats on the
+Board. The ratification of appointment of accountants requires the favorable vote of a majority of
+the votes cast. Only votes for or against these proposals count. Abstentions and broker non-votes
+count for quorum purposes but not for voting purposes. Broker non-votes
+1 
+Table of Contents 
+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 Committee of the Board of Directors has nominated for re-election all of the
+following current directors: James A. Buzard, John A. Kraeutler, Gary P. Kreider, 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.
+2 
+Table of Contents 
+The Board recommends that you vote FOR each of the following candidates: 
+James A. Buzard, Ph.D. 
+Director since 1990 
+Age: 81
+James A. Buzard, Ph.D. was Executive Vice President
+of Merrell Dow Pharmaceuticals Inc. from March 1981
+until December 1989. From December 1989 until his
+retirement in February 1990, he was Vice President
+of Marion Merrell Dow, Inc. He has been a business
+consultant since February 1990. 
+John A. Kraeutler 
+Director since 1997 
+Age: 60
+John A. Kraeutler has more than 30 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. 
+Gary P. Kreider, Esq. 
+Director since 1991 
+Age: 70
+Gary P. Kreider serves as Chairman of the
+Compensation Committee and Board Secretary. Mr.
+Kreider serves as a senior partner in the
+Cincinnati law firm of Keating Muething & Klekamp
+PLL, the Company’s outside counsel. His primary
+practice areas are securities law, mergers and
+acquisitions, and general corporate law, and he has
+been with Keating Muething & Klekamp since 1963.
+Effective October 1, 2005, Mr. Kreider no longer
+has a vote or partnership interest in the firm’s
+earnings or revenues, although his affiliation with
+the firm continues. Mr. Kreider has been an
+Adjunct Professor of Law in securities regulation
+at the University of Cincinnati College of Law
+since 1977 and is a past Chairman of the Ohio State
+Bar Association Corporate Law Committee. Mr.
+Kreider is also a director of LSI Industries Inc. 
+William J. Motto 
+Director since 1977 
+Age: 67
+William J. Motto has more than 35 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. 
+3 
+Table of Contents 
+David C. Phillips 
+Director since 2000 
+Age: 70
+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
+serves as a director of Cintas Corporation and Summit
+Family of Mutual Funds. 
+Robert J. Ready 
+Director since 1986 
+Age: 68
+Robert J. Ready serves as Chairman of the Nominating
+Committee. Mr. Ready founded LSI Industries Inc.,
+Cincinnati, Ohio in 1976, which engineers,
+manufactures and markets commercial/industrial
+lighting and graphics products, and has served as its
+President and Chairman of its Board of Directors since
+that time. 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+(Item 2 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 accounting firm for the 2009
+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 2009. Representatives of Grant Thornton are
+expected to be present at the Annual Shareholders’ Meeting and will be given an opportunity to make
+a statement, if they so desire, and to respond to appropriate questions that may be asked by
+shareholders.
+4 
+Table of Contents 
+Principal Accounting Firm Fees :
+Aggregate fees billed to Meridian by Grant Thornton LLP for fiscal years 2008 and 2007 are listed
+below:
+2008 
+2007 
+Audit Fees 
+$ 
+283,000 
+$ 
+283,000 
+Audit-Related Fees 
+38,229 
+31,002 
+$ 
+321,229 
+$ 
+314,002 
+Audit Fees. Audit fees are the fees billed for professional services rendered by Meridian’s
+independent registered public accounting firm for their audit of Meridian’s consolidated annual
+financial statements for the fiscal years ended September 30, 2008 and 2007, respectively, and
+reviews of the unaudited quarterly consolidated financial statements contained in the reports on
+Form 10-Q filed by Meridian during those years and on reporting on Meridian’s internal control
+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.
+The Board recommends that you vote FOR the ratification of appointment of Grant Thornton LLP as
+Meridian’s independent registered public accounting firm for the 2009 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.
+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.
+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 determined that each of the following members of the Board is
+independent: David C. Phillips, James A. Buzard,
+5 
+Table of Contents 
+Robert J. Ready and Gary P. Kreider. Only independent directors serve on Committees of the Board.
+During fiscal 2008, the Board of Directors met on four occasions. The independent directors plan
+to meet at least two times during fiscal 2009 without the presence of management directors. The
+independent members of the Board had four such meetings in fiscal 2008. The independent directors
+select one of such directors to preside over each session.
+Meridian expects all directors to attend shareholders’ meetings. Each director attended the 2008
+Annual Shareholders’ Meeting, all meetings of the Board and all meetings of Committees of which he
+was a member.
+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 the last page of this proxy statement.
+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 4350(n), 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 A. Buzard and Robert J.
+Ready. It met nine times during fiscal 2008. 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.
+6 
+Table of Contents 
+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.
+The Committee has submitted the following report.
+REPORT OF THE AUDIT COMMITTEE 
+On May 5, 2008, the Audit Committee met with representatives of Grant Thornton and Meridian’s
+internal accountants and reviewed with them the proposed 2008 Audit Plan, areas warranting
+particular concentration on the audit and the effects of new accounting pronouncements. The Grant
+Thornton representatives reviewed with the Committee written disclosures required by applicable
+requirements of the Public Company Accounting Oversight Board regarding the independent
+accountants’ communications with the Audit Committee concerning independence and has 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 nonaudit services provided by the auditors were compatible with their independence.
+At its meeting on November 11, 2008, the Committee reviewed and discussed with management, Grant
+Thornton and Meridian’s accounting officers the results of the audit for fiscal 2008, including the
+audited financial statements. The Committee reviewed the requirements of its Charter previously
+adopted and the reports that were required to be disclosed to the Committee. The Committee
+discussed with Grant Thornton the matters required to be discussed by Statement on Auditing
+Standards No. 61, as amended, (AICPA Professional Standards, Vol. 1 AU Section 380), as adopted by
+the Public Company Accounting Oversight Board in Rule 3200T.
+Based on the above mentioned review, 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, 2008 for filing with the Securities and Exchange Commission.
+During its meetings throughout the year, the Committee reviewed 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.
+7 
+Table of Contents 
+Respectfully submitted,
+Audit Committee
+David C. Phillips (Chairman) 
+Robert J. Ready 
+James A. Buzard
+The Compensation Committee is composed of Messrs. Kreider (Chairman), Buzard, Phillips and Ready
+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. The Compensation Committee met two times and took one action in writing during
+fiscal 2008.
+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. Although the Compensation Committee did not
+engage a consultant this year, it received the services of a financial advisor who collected and
+assembled executive compensation data from peer companies. 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.
+Prior to January 2008, William J. Motto served as Chairman of the Board and Chief Executive
+Officer, and John A. Kraeutler served as President and Chief Operating Officer. In January 2008,
+Mr. Motto was named Executive Chairman and Mr. Kraeutler was named Chief Executive Officer.
+The Executive Chairman, Mr. Motto, 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, both in his former positions as President and Chief Operating Officer, and his
+current position as Chief Executive Officer. As Meridian’s
+8 
+Table of Contents 
+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 
+Gary P. Kreider, who is a member of the Compensation Committee, is affiliated with Keating Muething
+& Klekamp PLL, Cincinnati, Ohio, a law firm that provided legal services to the Company in fiscal
+year 2008. Mr. Kreider has no vote or interest in the firm’s earnings or revenues. One of Mr.
+Kreider’s children is a partner in the firm. 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 2008 (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 Committee consists of Robert J. Ready, Chairman, James A. Buzard and David C.
+Phillips. It met one time last year. On November 12, 2008, the Nominating Committee considered
+and nominated the current directors for re-election. The Nominating 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.
+In nominating directors, the Nominating Committee takes into account, among other factors which it
+may deem appropriate, the judgments, skill, diversity, business experience, 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
+Executive Chairman in care of the Company at its address shown on the cover page of this proxy
+statement.
+The Nominating 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 of Directors, the
+Nominating Committee considers, among other factors, quality of experience,
+9 
+Table of Contents 
+the needs of the Company and the range of talent and experience currently represented on the Board.
+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 24, 2008. 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 23, 2009 (60 days after
+November 24, 2008).
+Common Stock 
+Beneficially Owned 
+Name 
+Position 
+Amount 1 
+Percentage 
+William J. Motto 
+Executive Chairman of the Board of Directors 
+374,443 
+* 
+John A. Kraeutler 
+Chief Executive Officer and Director 
+302,010 
+* 
+Antonio A. Interno 2 
+Senior Vice President, President and Managing Director, Meridian Bioscience Europe 
+75,205 
+* 
+Richard L. Eberly 3 
+Executive Vice President, President Meridian Life Science 
+21,000 
+* 
+Lawrence J. Baldini 4 
+Executive Vice President, Operations and Information Systems 
+31,000 
+* 
+Melissa A. Lueke 5 
+Vice President, Chief Financial Officer and Secretary 
+113,265 
+* 
+Susan A. Rolih 6 
+Senior Vice President, Regulatory Affairs & Quality Assurance 
+97,500 
+* 
+Todd W. Motto 7, 8 
+Vice President, Sales and Marketing 
+409,314 
+1.0 
+% 
+Grady Barnes 9 
+Vice President, Research and Development 
+9,000 
+* 
+James A. Buzard, Ph.D 10, 11, 12 
+Director 
+71,712 
+* 
+Gary P. Kreider 11, 12, 13 
+Director 
+23,463 
+* 
+Robert J. Ready 10, 11, 12 
+Director 
+72,543 
+* 
+David C. Phillips 10, 11, 12 
+Director 
+30,850 
+* 
+All Executive Officers and Directors as a
+Group 
+1,631,305 
+4.0 
+% 
+1 
+Includes options exercisable within 60 days for Mr. William Motto of 55,238 shares,
+Mr. Kraeutler of 95,175 shares, Mr. Interno of 15,750 shares, Mr. Eberly of 15,750 shares, Ms.
+Lueke of 31,500 shares, Ms. Rolih of 75,375 shares, Mr. Baldini of 15,750 shares, Mr. Todd Motto of
+52,875 shares, Mr. Barnes of 3,750 shares, Mr. 
+10 
+Table of Contents 
+Buzard of 56,712 shares, Mr. Kreider of 20,214 shares, Mr. Ready of 56,712 shares and Mr. Phillips
+of 20,214 shares. 
+2 
+Antonio A. Interno was appointed Vice President in August 1991, Senior Vice President
+in September 1997, and President, Managing Director, Meridian Bioscience Europe in October 2003.
+He has been Managing Director of Meridian’s European subsidiaries, Meridian Bioscience Europe,
+since February 1990. Age: 58 
+3 
+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 and Executive Vice President and President Meridian Life Science in
+October 2005. He has over 18 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: 47 
+4 
+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: 49 
+5 
+Melissa A. Lueke was appointed Vice President, Chief Financial Officer and Secretary
+in January 2001. 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: 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: 59 
+7 
+Todd W. Motto was appointed Vice President Sales and Marketing in October 2005. Prior
+to this, Mr. Motto served in a number of different sales and marketing positions for Meridian,
+beginning in 1993. Most recently, he served as Meridian’s Director of Sales and Marketing,
+Meridian Bioscience Europe for the last five years. Age: 42 
+8 
+Includes 89,407 shares held as custodian for his children. 
+9 
+Grady Barnes Ph.D. was hired as Vice President Research and Development in May 2007
+and appointed as an officer in January 2008. Before joining Meridian, Dr. Barnes held various
+positions in R&D and Product Development for Abbott Laboratories. Age 54. 
+10 
+Audit Committee Member. 
+11 
+Compensation Committee Member. 
+12 
+Nominating Committee Member. 
+13 
+Includes 325 shares held by his wife and 2,166 shares held as custodian for his
+grandchildren. 
+* 
+Less than one percent. 
+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 Securities and Exchange
+Commission. Based on a review of the copies of such forms received by it,
+11 
+Table of Contents 
+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 Mr. Kraeutler and Mr. Todd Motto each filed one late ownership report, each with respect to
+one transaction. 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 
+Todd Motto, the adult son of William J. Motto, is Vice President, Sales and Marketing. Todd Motto
+received $348,488 in compensation for fiscal 2008. This compensation consisted of base salary of
+$186,157, bonus of $73,125 under the Officers’ Performance Compensation Plan, $8,850 of auto and
+professional allowances, $12,401 of retirement plan contributions, and $67,955 related to stock
+option awards.
+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
+Officers and Chief Financial Officer during fiscal 2008, as well as the other individuals listed in
+the Summary Compensation Table below, are referred to as the “named executive officers” or “NEOs.”
+Prior to January 2008, William J. Motto served as Chairman of the Board and Chief Executive
+Officer, and John A. Kraeutler served as President and Chief Operating Officer. In January 2008,
+Mr. Motto was named Executive Chairman and Mr. Kraeutler was named Chief Executive Officer.
+12 
+Table of Contents 
+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, 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 the institution and 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.
+Establishing Compensation Levels 
+Compensation levels for the NEOs are driven by market pay levels, the executive officer’s
+leadership performance and overall Company performance. The Compensation Committee relies upon a
+combination of judgment and guidelines, as well as market data, in determining the amount and mix
+of compensation elements for the Executive Chairman. The compensation levels for Mr. Kraeutler,
+both in his former positions as President and Chief Operating Officer, and his current position as
+Chief Executive Officer are recommended to the Compensation Committee by the Executive Chairman;
+the compensation levels for the other NEOs are recommended by Mr. Kraeutler. The Compensation
+Committee may decide 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 increases 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 public disclosures of executive compensation made by
+other companies in the diagnostic and life science industries, as well as those in the Greater
+Cincinnati area. This information concerns base
+13 
+Table of Contents 
+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 uses this 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.
+Our performance-based cash bonus and 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 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 the
+executive officers’ compensation through the use of tally sheets. These tally sheets provide the
+amount of total compensation paid or earned by the 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, 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
+14 
+Table of Contents 
+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 for 2008 
+Meridian’s executive compensation and benefits packages consist of: base salary, cash bonuses,
+long-term equity incentive awards, and Company-sponsored benefit and retirement plans. Each of
+these components is detailed below.
+Element 
+Form of Compensation 
+Purpose 
+Base Salaries 
+Cash
+Provides competitive,
+fixed compensation to
+attract and retain
+exceptional executive
+talent 
+Annual Cash Incentives 
+Cash
+Provides a direct
+financial incentive
+to achieve corporate
+and individual
+operating goals 
+Long-Term Equity
+Incentives 
+Incentive stock
+options,
+non-qualified stock
+options, restricted
+stock and 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 
+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 
+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
+15 
+Table of Contents 
+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 October 1 st are set in the prior fiscal year.
+For 2008, the Chief Executive Officer, Mr. Motto at the time, and the President and Chief Operating
+Officer, Mr. Kraeutler at the time, provided recommendations to the Compensation Committee for
+salary increases for the NEOs, other than themselves, ranging from 4% to 5%. The Compensation
+Committee followed these recommendations. The Compensation Committee set the salary increase for
+the Chief Executive Officer, Mr. Motto at the time, and the President and Chief Operating Officer,
+Mr. Kraeutler at the time, at 5% based on their satisfaction with the accomplishments of those
+officers in fiscal 2007.
+Upon Mr. Kraeutler’s appointment to Chief Executive Officer in January 2008, his annual salary was
+increased from $420,000 to $475,000; his annual professional allowance was increased from $15,000
+to $18,000; and he received two stock option grants totaling 50,000 shares. 25,000 options have a
+term of 10 years and vest in full on January 22, 2011. 25,000 options have a term of 10 years and
+vest January 22, 2013. Both grants have an exercise price equal to the closing stock price on the
+grant date. These compensation increases were set by the Compensation Committee based on Mr.
+Kraeutler’s new responsibilities as Chief Executive Officer.
+Salary increase amounts for the NEOs were considered by the Committee to be consistent with the
+percentage increases in salary provided in general to other Meridian employees.
+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 for fiscal 2008, contingent upon Company performance. Cash bonuses,
+if earned, are paid in the first quarter of each fiscal year, for the prior year’s performance.
+Company Performance Component 
+The 2008 Plan, which was similar in form to the plan utilized in fiscal 2007, provided for the
+granting of cash bonuses as a percent of base salary if 2008 net earnings reached at least
+$29,000,000. This was a meaningful increase from the 2007 net earnings of $24,296,000, excluding a
+favorable adjustment to tax reserves in the amount of $2,425,000, related to the expiration of the
+statute of limitations on certain income tax returns. This favorable adjustment to tax reserves
+was excluded in establishing earnings targets for 2008 because it was a discrete event that was not
+an element of current operating strategies. The 2008 Plan also provided for increasing bonus
+awards tied to increasing net earnings beyond the initial minimum level. Depending on the level of
+net earnings achieved and the application of the personal multiplier, cash bonuses could range from
+5% to 120% of base salary. The Company’s management and the Committee intend for the net earnings
+targets to be set at meaningful growth rates so that management must be diligent, focused and
+effective to achieve these targets. In other words, the Company’s management believed at the time
+of the
+16 
+Table of Contents 
+establishment of these net earnings targets that such targets would be challenging to achieve and
+would require substantial efforts from management.
+Actual net earnings for 2008 were $30,202,000, a record for the Company and 24% growth over 2007,
+which represented achievement at the Level 3 threshold. The 2008 Plan included six net earnings
+thresholds.
+Individual Performance Component 
+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. The Compensation
+Committee followed these recommendations for fiscal 2008. The Compensation Committee set the
+personal achievement multiplier for the Executive Chairman and the Chief Executive Officer at the
+highest level being paid to several other officers based on their leadership of the Company in 2008
+and the Company’s overall sales and net earnings growth.
+In evaluating the personal achievement multipliers for the NEOs for 2008, the Compensation
+Committee took into consideration the Company’s record sales and net earnings, its sales and net
+earnings growth rates over 2007, and the individual achievements and leadership of the NEOs that
+led to the record operating results. For the Executive Chairman, Chief Executive Officer and Chief
+Financial Officer, individual achievements were evaluated based on consolidated sales and net
+earnings growth; improvements in consolidated gross profit margin, operating income margin and net
+earnings margin; and each operating segment’s sales and operating income performance against plan.
+For the Senior Vice President, President and Managing Director of Meridian Bioscience Europe,
+individual achievements were evaluated based on overall organic sales growth (excluding the effects
+of currency), management of expenses and launches of new products for the European Diagnostics
+operating segment. For the Executive Vice President, Operations and Information Systems,
+individual achievements were evaluated based on improvements in production efficiencies via
+implementation of automated manufacturing equipment in the US Diagnostics manufacturing facility,
+which led to improvements in gross profit margin, as well as implementation efforts for new
+computer systems for the US Diagnostics and Life Science operating segments.
+Cash bonuses earned by the NEOs are included in the “Bonus” column of the Summary Compensation
+Table on page 21.
+2009 
+At its November 12, 2008 meeting, the Compensation Committee approved the Officers’ Performance
+Compensation Plan for fiscal 2009. The 2009 Plan will award cash bonuses if 2009 net earnings
+reach at least $36,050,000, which the Compensation Committee believes is a meaningful increase from
+2008 net earnings of $30,202,000. The 2009 Plan also provides for increasing bonus awards tied to
+increasing net earnings beyond the initial minimum level. Depending on the level of net earnings
+achieved and the application of the personal
+17 
+Table of Contents 
+multiplier, cash bonuses could range from 5% to 120% of base salary, similar to the 2008 Plan
+discussed above.
+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. Historically, long-term incentive awards have been in the
+form of stock options. The Compensation Committee is moving towards a mix of stock options and
+restricted stock in order to provide NEOs with a mixed equity portfolio. In either case, the
+awards are performance-based, meaning the NEOs’ ability to vest in the awards is contingent upon
+Company earnings levels.
+Relative to fiscal 2008, on November 14, 2007, the Compensation Committee awarded each NEO options
+to purchase 15,750 shares of Common Stock at an exercise price equal to the closing market price on
+that date. These options were subject to forfeiture if earnings did not reach $30,775,000. This
+earnings level was not reached and, as such, these options were forfeited. These options are not
+reflected in the option tables presented in this proxy statement.
+Relative to fiscal 2009, at its meeting on November 12, 2008, the Compensation Committee awarded
+each NEO 5,250 restricted shares of Common Stock (or in the case of an NEO outside the US,
+restricted share units). These restricted shares are subject to forfeiture if 2009 earnings do not
+reach at least $36,950,000.
+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. Stock options and restricted stock awards are generally
+granted at a regularly scheduled meeting of the Compensation Committee in the first quarter of the
+fiscal year, after Meridian issues a press release announcing the results of the prior fiscal year.
+Stock options are granted at the closing market price on the date of grant, pursuant to the 2004
+Equity Compensation 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 shares, the holder has voting rights and will
+receive any dividends declared on Meridian’s Common Stock. Options and restricted shares granted
+to the NEOs are set forth in the Grants of Plan-Based Awards Table on page 22.
+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.
+18 
+Table of Contents 
+In 1995, the Company entered into a salary continuation agreement with John A. Kraeutler to
+supplement Mr. Kraeutler’s retirement savings. This agreement provides additional compensation
+after retirement or separation from the Company under certain circumstances and is funded by a life
+insurance policy with premiums paid by the Company. Meridian incurred expense of $21,520 in
+premiums during fiscal 2008.
+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 Tables on page 22. The Company believes these perquisites to be reasonable,
+comparable to peer companies, and consistent with the Company’s overall executive compensation
+philosophy.
+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. Generally, in 2008 approximately 21% to 24% of an NEO’s total
+compensation was dependent upon achieving business and financial goals, and realizing other
+performance objectives identified in the Performance Compensation Plan. As such, through this mix
+of pay, non-performance has a significant effect on the amount of compensation realized by
+executive officers.
+We consider competitive market compensation paid by other companies, such as similarly sized
+Greater Cincinnati based companies and industry peers, but we do not attempt to maintain a certain
+target percentile within a peer group or otherwise rely on that data to determine executive
+compensation. Rather, Meridian incorporates flexibility into our compensation programs and in the
+assessment process to respond to and adjust for the evolving business environment. We strive to
+achieve an appropriate mix between equity incentive awards and cash payments in order to meet our
+objectives. We use the 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.
+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
+19 
+Table of Contents 
+has not increased significantly over the years. Further, the Compensation Committee believes that
+the Company’s internal pay equity structure is consistent with our peer group and 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). While Mr. Kreider, the Chairman of the Compensation
+Committee, participates in the discussions regarding executive compensation, he recuses himself
+from voting on all performance-based compensation issues so that the Company can take full
+advantage of the above-described performance-based compensation deduction under Section 162(m).
+The Committee believes that all compensation paid to the NEOs for fiscal year 2008 is properly
+deductible under Section 162(m), but no assurance can be made in this regard.
+Actions of the 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 believed 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 this Plan have been followed for many years, even
+when, as in 2001 and most recently in 2008, following such principles resulted in no bonuses being
+awarded (2001) and performance stock options being forfeited (2001 and 2008). 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 14, 2007 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.
+20 
+Table of Contents 
+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:
+Gary P. Kreider (Chairman) 
+Robert J. Ready 
+James A. Buzard 
+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, 2008 and 2007, respectively.
+Change in 
+Pension Value 
+and 
+Nonqualified 
+Non-Equity 
+Deferred 
+Name and Principal 
+Stock 
+Option 
+Incentive Plan 
+Compensation 
+All Other 
+Position 
+Year 
+Salary 
+Bonus 1 
+Awards 
+Awards 2 
+Compensation 
+Earnings 
+Compensation 3 
+Total 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+(f) 
+(g) 
+(h) 
+(i) 
+John A. Kraeutler 
+2008 
+$ 
+450,579 
+$ 
+178,125 
+$ 
+145,096 
+$ 
+41,821 
+$ 
+815,621 
+Chief Executive Officer 
+2007 
+$ 
+391,928 
+$ 
+300,005 
+$ 
+— 
+$ 
+133,239 
+$ 
+— 
+$ 
+— 
+$ 
+42,925 
+$ 
+868,097 
+Melissa A. Lueke 
+Vice President, Chief
+Financial Officer, and 
+2008 
+$ 
+202,126 
+$ 
+76,782 
+$ 
+68,835 
+$ 
+21,401 
+$ 
+369,144 
+Secretary 
+2007 
+$ 
+192,283 
+$ 
+146,251 
+$ 
+— 
+$ 
+87,761 
+$ 
+— 
+$ 
+— 
+$ 
+20,878 
+$ 
+447,173 
+William J. Motto 
+Executive Chairman of the 
+2008 
+$ 
+519,615 
+$ 
+196,875 
+$ 
+14,109 
+$ 
+87,189 
+$ 
+817,788 
+Board of Directors 
+2007 
+$ 
+494,904 
+$ 
+378,750 
+$ 
+— 
+$ 
+132,407 
+$ 
+— 
+$ 
+— 
+$ 
+91,077 
+$ 
+1,097,138 
+Antonio A. Interno 4 
+Senior Vice President, 
+President and Managing 
+2008 
+$ 
+414,605 
+$ 
+124,607 
+$ 
+7,029 
+$ 
+47,241 
+$ 
+593,482 
+Director, MBE 
+2007 
+$ 
+353,575 
+$ 
+220,983 
+$ 
+— 
+$ 
+125,345 
+$ 
+— 
+$ 
+— 
+$ 
+42,476 
+$ 
+742,379 
+Lawrence J. Baldini, 
+Executive Vice President, 
+Operations and Information 
+2008 
+$ 
+223,901 
+$ 
+85,053 
+$ 
+68,835 
+$ 
+21,291 
+$ 
+399,080 
+Systems 
+2007 
+$ 
+213,045 
+$ 
+162,006 
+$ 
+— 
+$ 
+87,761 
+$ 
+— 
+$ 
+— 
+$ 
+20,009 
+$ 
+482,821 
+1 
+The amounts shown in this column reflect payments made pursuant to the 2008 and
+2007 Officers’ Performance Compensation Plans, respectively. 
+2 
+The amounts shown reflect the dollar amounts recognized for financial statement
+reporting purposes with respect to fiscal years 2008 and 2007 in accordance with SFAS No.
+123(R). No expense is included in this table related to options issued November 12, 2007.
+Because the required earnings target for Meridian was not reached for fiscal 2008, the options
+were forfeited. A discussion of the assumptions used in calculating these values may be found
+in Note 6 (b) on page 64 to Company’s Annual Report on Form 10-K filed
+November 26, 2008. 
+21 
+Table of Contents 
+3 
+See All Other Compensation charts below for amounts, which include certain Company
+contributions, perquisites and other personal benefits. 
+Fiscal 2008
+John A. 
+Melissa A. 
+William J. 
+Antonio A. 
+Lawrence J. 
+Kraeutler 
+Lueke 
+Motto 
+Interno 
+Baldini 
+Retirement Contributions 
+$ 
+12,401 
+$ 
+12,401 
+$ 
+12,401 
+$ 
+17,212 
+$ 
+12,401 
+Auto Lease / Auto Allowance 
+17,405 
+6,000 
+14,518 
+30,029 
+6,000 
+Financial and Tax Planning 
+12,015 
+3,000 
+60,270 
+— 
+2,890 
+Totals 
+$ 
+41,821 
+$ 
+21,401 
+$ 
+87,189 
+$ 
+47,241 
+$ 
+21,291 
+Fiscal 2007
+John A. 
+Melissa A. 
+William J. 
+Antonio A. 
+Lawrence J. 
+Kraeutler 
+Lueke 
+Motto 
+Interno 
+Baldini 
+Retirement Contributions 
+$ 
+12,158 
+$ 
+12,079 
+$ 
+12,158 
+$ 
+15,892 
+$ 
+12,099 
+Auto Lease / Auto Allowance 
+15,798 
+6,000 
+18,919 
+26,584 
+6,000 
+Financial and Tax Planning 
+14,969 
+2,799 
+60,000 
+— 
+1,910 
+Totals 
+$ 
+42,925 
+$ 
+20,878 
+$ 
+91,077 
+$ 
+42,476 
+$ 
+20,009 
+4 
+Mr. Interno’s salary and bonus were €276,640 and €82,992, respectively in
+2008. Mr. Interno’s salary and bonus were €266,001 and €166,250, respectively in 2007.
+All conversions were made at the average exchange rates for fiscal 2008 and 2007, respectively. 
+GRANTS OF PLAN-BASED AWARDS 3 
+All other 
+All other 
+Stock 
+Option 
+Exercise 
+Awards: 
+Awards: 
+of Base 
+Estimated Future Payouts Under Non- 
+Estimated Future Payouts Under 
+Number of 
+Number of 
+Price of 
+Grant Date Fair 
+Equity Incentive Plan Awards 
+Equity Incentive Plan Awards 
+Shares of 
+Securities 
+Option 
+Value of Stock 
+Target 
+Max 
+Target 
+Max 
+Stock or 
+Underlying 
+Awards 
+and Option 
+Name 
+Grant Date 
+Threshold ($) 
+($) 
+($) 
+Threshold ($) 
+($) 
+($) 
+Units (#) 
+Options (#) 1 
+($/Sh) 
+Awards 2 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+(f) 
+(g) 
+(h) 
+(i) 
+(j) 
+(k) 
+(l) 
+John A. Kraeutler 
+01/28/2008 
+— 
+— 
+— 
+— 
+— 
+— 
+— 
+50,000 
+$ 
+33.09 
+$ 
+719,140 
+1 
+Stock option awards have a ten-year term and vest 25,000 on January 22, 2011 and
+25,000 on January 22, 2013. 
+2 
+The amount shown reflects the dollar amounts recognized for financial statement
+reporting purposes in accordance with SFAS No. 123(R). A discussion of the assumptions used in
+calculating these values may be found in Note 6 (b) on page 64 to Company’s Annual Report on Form
+10-K filed November 26, 2008. 
+3 
+No expense is included in this table related to options issued November 12, 2007.
+Because the required earnings target for Meridian was not reached for fiscal 2008, the options were
+forfeited. 
+22 
+Table of Contents 
+Outstanding Equity Awards at Fiscal Year-End 
+The following table provides information on the current holdings of stock option awards by the NEOs
+under Meridian’s 2004 Equity Compensation Plan and the 1996 Stock Option Plan. The columns related
+to stock awards have been deleted because there are no outstanding stock awards held by any of the
+NEOs.
+Under the Company’s stock option plans, general stock option awards have a ten-year term and vest
+in four equal annual installments from the date of grant. The Company’s performance-based options,
+if earned, vest in three equal annual installments, beginning on the date of the earnings release
+indicating that performance targets were met for the period.
+Equity Incentive 
+Plan Awards: 
+Number of 
+Number of 
+Number of 
+Securities 
+Securities 
+Securities 
+Underlying 
+Underlying 
+Underlying 
+Unexercised 
+Unexercised 
+Unexercised 
+Option 
+Option (#) 
+Option (#) 
+Unearned Options 
+Exercise 
+Option Grant 
+Option 
+Name 
+Exercisable 
+Unexercisable 
+(#) 
+Price ($) 
+Date 
+Expiration Date 
+William J. Motto 
+— 
+113,063 
+4 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+7,988 
+1 
+— 
+— 
+$ 
+2.800 
+11/19/2002 
+11/19/2012 
+15,750 
+2 
+— 
+— 
+$ 
+4.525 
+12/02/2003 
+12/02/2013 
+15,750 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+5,250 
+2 
+10,500 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+Melissa A. Lueke 
+— 
+22,500 
+4 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+5,250 
+2 
+— 
+— 
+$ 
+4.525 
+12/02/2003 
+12/02/2013 
+10,500 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+5,250 
+2 
+10,500 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+John A. Kraeutler 
+28,125 
+3 
+— 
+— 
+$ 
+3.195 
+11/16/2000 
+11/15/2010 
+— 
+123,751 
+4 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+35,550 
+1 
+— 
+— 
+$ 
+2.800 
+11/19/2002 
+11/19/2012 
+5,250 
+2 
+— 
+— 
+$ 
+4.525 
+12/02/2003 
+12/02/2013 
+10,500 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+10,500 
+2 
+5,250 
+2 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+5,250 
+2 
+10,500 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+— 
+25,000 
+5 
+— 
+$ 
+33.090 
+01/28/2008 
+01/28/2018 
+— 
+25,000 
+6 
+— 
+$ 
+33.090 
+01/28/2008 
+01/28/2018 
+Antonio A. Interno 
+— 
+22,500 
+4 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+5,250 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+5,250 
+2 
+5,250 
+2 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+5,250 
+2 
+10,500 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+Lawrence J. Baldini 
+— 
+22,500 
+4 
+— 
+$ 
+2.090 
+10/01/2001 
+09/30/2011 
+5,250 
+2 
+— 
+— 
+$ 
+7.280 
+12/07/2004 
+12/07/2014 
+5,250 
+2 
+5,250 
+2 
+— 
+$ 
+14.007 
+11/10/2005 
+11/10/2015 
+5,250 
+2 
+10,500 
+2 
+— 
+$ 
+16.554 
+11/15/2006 
+11/15/2016 
+1 
+Options vested on 12/31/2003. 
+2 
+Options vest 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. 
+3 
+Options vested in four equal annual installments beginning one year from the date of
+grant. 
+4 
+Options vest on 10/01/2010. 
+5 
+Options vest on 01/22/2011. 
+6 
+Options vest on 01/22/2013. 
+23 
+Table of Contents 
+OPTION EXERCISES AND STOCK VESTED 
+Option Awards 
+Stock Awards 
+Number of 
+Shares 
+Number of 
+Acquired on 
+Value Realized on 
+Shares Acquired 
+Value Realized 
+Name 
+Exercise (#) 
+Exercise ($) 1 
+on Vesting (#) 
+On Vesting ($) 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+William J. Motto 
+48,263 
+$ 
+1,343,159 
+— 
+— 
+Melissa A. Lueke 
+11,250 
+$ 
+302,456 
+— 
+— 
+John A. Kraeutler 
+106,447 
+$ 
+2,581,895 
+— 
+— 
+Antonio A. Interno 
+15,750 
+$ 
+349,587 
+— 
+— 
+Lawrence J. Baldini 
+15,750 
+$ 
+400,003 
+— 
+— 
+1 
+Amounts reflect the difference between the exercise price of the option and the market
+price at the time of exercise. 
+NONQUALIFIED DEFERRED COMPENSATION 
+The following table sets forth, for each of the NEOs, certain information concerning nonqualified
+deferred compensation for fiscal 2008.
+Executive 
+Contributions 
+Registrant 
+Aggregate 
+Aggregate 
+during FY 
+Contributions 
+Earnings during 
+Withdrawals / 
+Aggregate Balance 
+Name 
+2008 
+during FY 2008 
+FY 2008 
+Distributions 
+at 09/30/2008 
+William J. Motto 
+— 
+— 
+— 
+— 
+— 
+Melissa A. Lueke 
+— 
+— 
+— 
+— 
+— 
+John A. Kraeutler 
+— 
+21,520 
+— 
+— 
+161,207 
+Antonio A. Interno 
+— 
+— 
+— 
+— 
+— 
+Lawrence J. Baldini 
+— 
+— 
+— 
+— 
+— 
+Our 401(k) Savings Plan (“401(k) Plan”) allows all US 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 5 years.
+Participants are entitled to direct the
+24 
+Table of Contents 
+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.
+Antonio A. Interno, Senior Vice President, President and Managing Director of our European
+operations, is a non-US employee. Mr. Interno receives a profit sharing allocation that is
+commensurate with amounts received by executive officers who are US employees and participate in
+our 401(k) Plan. Mr. Interno also receives retirement contributions based on amounts contributed
+by Meridian Bioscience Europe srl pursuant to the Italian government pension system, INPS. The
+amount of such contribution was $11,711 for fiscal 2008.
+A salary continuation agreement with John A. Kraeutler allows the Company to contribute amounts
+above the IRS limit. This agreement provides additional compensation after retirement or
+separation from the Company under certain circumstances and is funded by a life insurance policy
+with premiums paid by the Company.
+POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL 
+In the case of a disability, Meridian is obligated to pay Mr. 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 $1 million. These benefits are to be reduced by the
+gross amount of any life insurance payments or disability insurance payments made to Mr. Motto, or
+his beneficiaries as the case may be, under any insurance policy or program maintained by Meridian,
+other than group term life insurance programs maintained for all employees.
+Mr. Kraeutler and Meridian are parties to an employment agreement dated February 15, 2001 which
+sets forth compensation, non-competition, benefit and severance provisions and provides for a
+payment equal to three times Mr. Kraeutler’s base salary (plus any salary earned but not paid) and
+3-year average annual performance bonus if Mr. Kraeutler is terminated by Meridian without cause,
+Mr. Kraeutler terminates his employment for good reason or upon a change in control of Meridian.
+In the case of disability, Meridian is obligated to pay Mr. Kraeutler 100% of his base and
+performance compensation, averaged from the three preceding fiscal years, until age 65. The
+agreement was effective for a period of 36 months commencing February 15, 2001, automatically
+extending each day for additional 36-month periods until either party terminates the agreement.
+25 
+Table of Contents 
+Had a change in control occurred on September 30, 2008, Mr. Kraeutler would have been entitled to
+the following under the agreement:
+Salary 
+$ 
+1,203,080 
+Annual Performance Bonus 
+866,630 
+Total Payment 
+$ 
+2,069,710 
+DIRECTOR COMPENSATION 
+For 2008, non-employee directors of Meridian receive $30,000 per year for serving as directors and
+as members of committees of the Board. They also receive $1,500 for each meeting of the Board and
+$1,000 for each committee meeting attended. They receive $750 for each Board meeting and $500 for
+each committee meeting held by telephone. The Audit Committee Chairman receives an additional
+$8,000 annually and the Compensation Committee Chairman receives an additional $3,000 annually.
+The Board Secretary receives an additional $1,000 for serving at each meeting of a committee of
+which he is not a member. In accordance with the terms and conditions set forth in the Company’s
+2004 Equity Compensation Plan, each non-employee director is also granted a non-qualified option to
+purchase 7,500 common shares at the time of election or re-election to the Board of Directors, with
+the exercise price being the closing sale price on Nasdaq reported on the date of grant. Directors
+who are employees of Meridian are not separately compensated for serving as directors.
+The following table provides information on compensation related to fiscal 2008 for non-employee
+directors who served during fiscal 2008.
+Fees 
+Change in 
+Earned 
+Pension Value 
+or 
+Non-Equity 
+and Nonqualified 
+Paid in 
+Stock 
+Option 
+Incentive Plan 
+Deferred 
+All Other 
+Cash 
+Awards 
+Awards 
+Compensation 
+Compensation 
+Compensation 
+Total 
+Name (1) 
+($) 
+($) 
+($) 1 
+($) 
+Earnings 
+($) 
+($) 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+(f) 
+(g) 
+(h) 
+James A. Buzard 
+$ 
+48,000 
+— 
+$ 
+111,312 
+— 
+— 
+— 
+$ 
+159,312 
+Gary P. Kreider 
+$ 
+52,000 
+— 
+$ 
+111,312 
+— 
+— 
+— 
+$ 
+163,312 
+David C. Phillips 
+$ 
+56,000 
+— 
+$ 
+111,312 
+— 
+— 
+— 
+$ 
+167,312 
+Robert J. Ready 
+$ 
+48,000 
+— 
+$ 
+111,312 
+— 
+— 
+— 
+$ 
+159,312 
+1 
+The amounts shown reflect the dollar amounts recognized for financial statement
+reporting purposes with respect to fiscal year 2008 in accordance with SFAS No. 123(R). A
+discussion of the assumptions used in calculating these values may be found in Note 6 (b) on
+page 64 to Company’s Annual Report on Form 10-K filed November 26, 2008. 
+26 
+Table of Contents 
+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, 2009.
+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 2009 Annual Shareholders’ Meeting, it must be received prior to October
+29, 2008. 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 Lueke, 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 the Computershare Shareholder Services at (888)
+294-8217.
+27 
+Table of Contents 
+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:
+MRDIN1
+KEEP THIS PORTION FOR YOUR RECORDS 
+THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. 
+DETACH AND RETURN THIS PORTION ONLY 
+MERIDIAN BIOSCIENCE, INC. 
+A 
+Election of Directors 
+The Board of Directors recommends a 
+vote FOR the listed nominees. 
+1. 
+Authority to elect as directors the six nominees listed below. 
+For 
+Against 
+Abstain 
+Nominees: 
+1a. JAMES A. BUZARD
+o 
+o 
+o 
+1b. JOHN A. KRAEUTLER
+o 
+o 
+o 
+1c. GARY P. KREIDER
+o 
+o 
+o 
+1d. WILLIAM J. MOTTO
+o 
+o 
+o 
+1e. DAVID C. PHILLIPS
+o 
+o 
+o 
+1f. ROBERT J. READY
+o 
+o 
+o 
+B 
+Issue 
+The Board of Directors recommends a vote FOR the following proposal.
+For 
+Against 
+Abstain 
+2. 
+To ratify the appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for fiscal 2009.
+o 
+o 
+o 
+For address changes and/or comments, please check this box and write them on the back where indicated. 
+o 
+C 
+Authorized Signatures - Sign here - This section
+must be completed for your instructions to be
+executed. 
+Note: Please sign exactly as 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 
+Table of Contents 
+MRDIN2
+Proxy – Meridian Bioscience, Inc. 
+THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS
+The undersigned hereby appoints WILLIAM J. MOTTO 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 22, 2009 at 2:00 p.m. at Holiday Inn, 4501
+Eastgate Boulevard, Cincinnati, Ohio and any postponement or adjournment of such Annual Meeting. 
+Address Changes/Comments: 
+(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
+(This proxy is continued and is to be signed on the reverse side.)
+Table of Contents 
+MERIDIAN BIOSCIENCE, INC. 
+** IMPORTANT NOTICE ** 
+Regarding the Availability of Proxy Materials
+You are receiving this communication because you hold shares in the
+above company, and the materials you should review before you cast your
+vote are now available.
+This communication presents only an overview of the more
+complete proxy materials that are available to you on the Internet.
+We encourage you to access and review all of the important
+information contained in the proxy materials before voting. 
+MERIDIAN BIOSCIENCE, INC. 
+3471 RIVER HILLS DRIVE 
+CINCINNATI, OH 45244 
+Shareholder Meeting to be held on 01/22/09 
+Proxy Materials Available 
+• 
+Annual Report on Form 10-K 
+• 
+Proxy Statement 
+PROXY MATERIALS - VIEW OR RECEIVE
+You can choose to view the materials online or receive a
+paper or e-mail copy. There is NO charge for requesting
+a copy. Requests, instructions and other inquiries will
+NOT be forwarded to your investment advisor. 
+To facilitate timely delivery please make the request
+as instructed below on or before 01/08/09. 
+HOW TO VIEW MATERIALS VIA THE INTERNET
+Have the 12 Digit Control Number(s) available and visit:
+www.proxyvote.com 
+HOW TO REQUEST A COPY OF MATERIALS
+1) BY INTERNET
+-
+www.proxyvote.com 
+2) BY TELEPHONE
+-
+1-800-579-1639 
+3) BY E-MAIL*
+-
+sendmaterial@proxyvote.com 
+*If requesting materials by e-mail, please send a blank e-mail
+with the 12 Digit Control Number (located on the following
+page) in the subject line.
+See the Reverse Side for Meeting Information and Instructions on How to Vote 
+R1MB11 
+Table of Contents 
+Meeting Information 
+Meeting Type:
+Annual Meeting 
+Meeting Date:
+01/22/09 
+Meeting Time:
+2:00 P.M. Local Time 
+For holders as of:
+11/24/08 
+Meeting Location: 
+Holiday Inn Eastgate 4501 Eastgate 
+Blvd. Cincinnati, OH 45245 
+Meeting Directions: 
+For Meeting Directions Please Call: 
+513-752-4400 
+How To Vote 
+Vote In Person 
+Many shareholder meetings have attendance requirements
+including, but not limited to, the possession of an
+attendance ticket issued by the entity holding the
+meeting. Please check the meeting materials for any
+special requirements for meeting attendance. At the
+Meeting you will need to request a ballot to vote these
+shares. 
+Vote By Internet 
+To vote now by Internet, go to 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 notice in hand when you access
+the web site and follow the instructions. 
+R1MB12 
+Table of Contents 
+Voting items 
+A 
+Election of Directors 
+The Board of Directors recommends 
+a vote FOR the listed nominees. 
+1. 
+Authority to elect as directors the six 
+nominees listed below. 
+Nominees: 
+1a.
+JAMES A. BUZARD 
+1b.
+JOHN A. KRAEUTLER 
+1c.
+GARY P. KREIDER 
+1d.
+WILLIAM J. MOTTO 
+1e.
+DAVID C. PHILLIPS 
+1f.
+ROBERT J. READY 
+B 
+Issue 
+The Board of Directors recommends a vote FOR the following proposal. 
+2. 
+To ratify the appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for
+fiscal 2009. 
+R1MB13 
+Table of Contents 
+R1MB14

raw/proxies/0000794172/0000950152-08-010080/proxy_rpt.txt

@@ -0,0 +1,27 @@
+TRANSACTIONS WITH RELATED PERSONS 
+Todd Motto, the adult son of William J. Motto, is Vice President, Sales and Marketing. Todd Motto
+received $348,488 in compensation for fiscal 2008. This compensation consisted of base salary of
+$186,157, bonus of $73,125 under the Officers’ Performance Compensation Plan, $8,850 of auto and
+professional allowances, $12,401 of retirement plan contributions, and $67,955 related to stock
+option awards.
+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.

raw/proxies/0000794172/0001021408-01-511794/proxy.txt

@@ -0,0 +1,645 @@
+DEF 14A
+1
+ddef14a.txt
+DEFINITIVE PROXY STATEMENT
+SCHEDULE 14A
+SCHEDULE 14A INFORMATION
+Proxy Statement Pursuant to Section 14(a)
+of the Securities and Exchange Act of 1934
+(Amendment No. ___ )
+Filed by the Registrant [X]
+Filed by a Party other than the Registrant [_]
+Check the appropriate box:
+[_] Preliminary Proxy Statement
+[_] CONFIDENTIAL, FOR USE OF THE
+COMMISSION ONLY (AS PERMITTED BY
+RULE 14A-6(E)(2))
+[X] Definitive Proxy Statement
+[_] Definitive Additional Materials
+[_] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
+Meridian Bioscience, Inc.
+--------------------------------------------------------------------------------
+(Name of Registrant as Specified In Its Charter)
+--------------------------------------------------------------------------------
+(Name of Person(s) Filing Proxy Statement if other than the Registrant)
+Payment of Filing Fee (Check the appropriate box):
+[X] No fee required.
+[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
+(1) Title of each class of securities to which transaction applies:
+-------------------------------------------------------------------------
+(2) Aggregate number of securities to which transaction applies:
+-------------------------------------------------------------------------
+(3) Per unit price or other underlying value of transaction computed
+pursuant to Exchange Act Rule 0-11 (set forth the amount on which
+the filing fee is calculated and state how it was determined):
+-------------------------------------------------------------------------
+(4) Proposed maximum aggregate value of transaction:
+-------------------------------------------------------------------------
+[_] Fee paid previously with preliminary materials.
+[_] Check box if any part of the fee is offset as provided by Exchange
+Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
+paid previously. Identify the previous filing by registration statement number,
+or the Form or Schedule and the date of its filing.
+(1) Amount Previously Paid:
+-------------------------------------------------------------------------
+(2) Form, Schedule or Registration Statement No.:
+-------------------------------------------------------------------------
+(3) Filing Party:
+-------------------------------------------------------------------------
+(4) Date Filed:
+-------------------------------------------------------------------------
+MERIDIAN BIOSCIENCE, INC.
+3471 River Hills Drive
+Cincinnati, Ohio 45244
+Notice of Annual Meeting
+and Proxy Statement
+Dear Shareholder:
+Our Annual Meeting of Shareholders will be held at 3:00 p.m. on January 22, 2002
+at Ivy Hills Country Club, 7711 Ivy Hills Boulevard, Cincinnati, Ohio. 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 executives.
+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.
+Please complete, sign, date, and return your proxy card promptly in the enclosed
+envelope.
+Sincerely yours,
+/s/ William J. Motto
+William J. Motto
+Chairman of the Board
+December 26, 2001
+NOTICE OF ANNUAL MEETING
+OF
+SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC.
+Time:
+3:00 p.m., Eastern Time
+Date:
+January 22, 2002
+Place:
+Ivy Hills Country Club
+7711 Ivy Hills Boulevard
+Cincinnati, Ohio
+Purpose:
+. Elect directors
+. Ratify appointment of Arthur Andersen LLP as Meridian's independent
+public accountants for fiscal year 2002
+. Conduct other business if properly raised
+Only shareholders of record on December 3, 2001 may vote at the meeting.
+The approximate mailing date of this Proxy Statement and accompanying Proxy Card
+is December 27, 2001.
+Your vote is important. Please complete, sign, date, and return your proxy
+card promptly in the enclosed envelope.
+/s/ Melissa Lueke
+Melissa Lueke
+Secretary
+December 26, 2001
+-4-
+GENERAL INFORMATION
+Who may vote
+Shareholders of Meridian, as recorded in our stock register on December 3, 2001,
+may vote at the meeting. As of that date, Meridian had 14,599,170 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 sign and return the enclosed proxy card but do not specify how to vote,
+we will vote your shares in favor of our director candidates and in favor of the
+ratification of Arthur Andersen LLP as Meridian's independent public accountants
+for fiscal year 2002.
+If any other matters come before the meeting or any adjournment, 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, you may get material from
+them asking how you want to vote.
+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 14.
+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 six director candidates receiving the most votes will be elected to fill the
+seats on the Board.
+Ratification of appointment of accountants requires the favorable vote of a
+majority of the votes cast. Only votes for or against these proposals count.
+Other Matters
+Any other matters considered at the meeting, including adjournment, will require
+the affirmative vote of a majority of the votes cast.
+ELECTION OF DIRECTORS
+(Item 1 on the Proxy Card)
+The Board has nominated the director candidates named below.
+The Board of Directors oversees the management of Meridian on your behalf. The
+Board reviews Meridian's long-term strategic plans and exercises direct
+decision-making authority in key areas, such as choosing the Chief Executive
+Officer, setting the scope of his authority to manage Meridian's business day to
+day and evaluating management's performance.
+The Board is nominating for election all of the following current directors:
+James A. Buzard, John A. Kraeutler, Gary P. Kreider, 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 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
+President, a Vice President or the Secretary of Meridian not less than 48 hours
+prior to the Annual Meeting. The proxies solicited include discretionary
+authority to cumulate votes.
+-5-
+Four of our six nominees are not Meridian employees. Only non-employee directors
+serve on Meridian's Audit and Compensation committees. All Meridian directors
+are elected for one-year terms. Personal information on each of our nominees is
+given below.
+Board meetings last year: 8
+Actions in writing last year: 7
+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 you vote FOR each of the following candidates:
+--------------------------------------------------------------------------------------------------------------
+James A. Buzard, Ph.D. James A. Buzard, Ph.D. serves as Chairman of the Compensation Committee.
+Director since 1990 From March 1981 until December 1989, he was Executive Vice President of
+Merrell Dow Pharmaceuticals Inc. From December 1989 until his
+retirement in February 1990, he was Vice President of Marion Merrell
+Dow, Inc. He has been a business consultant since February 1990.
+--------------------------------------------------------------------------------------------------------------
+John A. Kraeutler John A. Kraeutler has more than 20 years of experience in the medical
+Director since 1997 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. 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.
+--------------------------------------------------------------------------------------------------------------
+Gary P. Kreider, Esq. Gary P. Kreider has been a Senior Partner of the Cincinnati law firm of
+Director since 1991 Keating, Muething & Klekamp, P.L.L., counsel to Meridian, since 1975.
+He is also an Adjunct Professor of Law in securities at the University
+of Cincinnati College of Law and a director of Lenox Bancorp, Inc.
+--------------------------------------------------------------------------------------------------------------
+William J. Motto William J. Motto has more than 25 years of experience in the
+Director since 1977 pharmaceutical and diagnostics products industries, is a founder of
+Meridian and has been Chairman of the Board since 1977. 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.
+--------------------------------------------------------------------------------------------------------------
+David C. Phillips David C. Phillips spent 32 years with Arthur Andersen LLP. His service
+Director since 2000 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 selfsufficiency
+through work.
+--------------------------------------------------------------------------------------------------------------
+Robert J. Ready Robert J. Ready serves as Chairman of the Audit Committee. In 1976, Mr.
+Director since 1986 Ready founded LSI Industries, Inc., Cincinnati, Ohio, which engineers,
+manufactures and markets commercial/industrial lighting and graphics
+products, and has served as its President and Chairman of its Board of
+Directors since that time.
+----------------------------------------------------------------------------------------------------------------
+-6-
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS
+(Item 2 on the Proxy Card)
+Although not required, the Board is seeking shareholder ratification of its
+selection of Arthur Andersen LLP as Meridian's independent public accountants
+for fiscal 2002. The affirmative vote of a majority of shares voting at the
+meeting is required for ratification. If ratification is not obtained, the Board
+intends to continue the employment of Arthur Andersen LLP at least through
+fiscal 2002. Representatives of Arthur Andersen LLP are expected to be present
+at the Shareholders' Meeting and will be given an opportunity to make a
+statement, if they so desire, and to respond to appropriate questions that may
+be asked by shareholders.
+Principal Accounting Firm Fees:
+-------------------------------
+Aggregate fees billed to Meridian for fiscal 2001 by Meridian's principal
+accounting firm, Arthur Andersen LLP, are as follows:
+Audit Fees $241,100
+Financial Information
+Systems Design and
+Implementation Fees - (b)
+--------
+241,100
+All Other Fees 352,000(a)(b)
+--------
+$593,100
+========
+(a) Includes fees for tax and other non-audit services.
+(b) The Audit Committee has considered whether the provision of these services
+is compatible with maintaining the principal accountant's independence.
+DIRECTOR COMPENSATION
+Non-employee directors of Meridian receive $12,000 per year for serving as a
+director and as members of committees of the Board. They also receive $1,000 for
+each director or committee meeting attended, except if a committee meeting
+occurs on the same day as a directors' meeting the committee meeting fee is
+$800. They receive $500 for each director or committee meeting held by
+telephone. Committee chairmen receive an additional $500 for each committee
+meeting held. Each non-employee director is also granted a non-qualified option
+to purchase 2,317 shares of Common Stock 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 immediately prior to the date of grant. If a change in
+control occurs, non-employee directors will receive lump-sum payments equal to
+ten times their annual compensation received in the prior fiscal year. Directors
+who are employees of Meridian are not separately compensated for serving as
+directors.
+BOARD COMMITTEES
+The Board appoints committees to help carry out its duties. In particular, Board
+committees work on key issues in greater detail than would be possible at full
+Board meetings. Each committee reviews the results of its meetings with the full
+Board. The Board of Directors does not have a nominating committee or executive
+committee.
+The Audit Committee is responsible for reviewing Meridian's internal accounting
+operations. It also recommends the employment of independent accountants and
+reviews the relationship between Meridian and its outside accountants.
+Meetings last year: 5
+Actions in writing last year: 0
+REPORT OF THE AUDIT COMMITEE
+Meridian's Audit Committee is composed of Messrs. Ready (Chairman), Buzard and
+Kreider. All of the members of the Committee meet the NASD standards for
+independence and financial literacy.
+In April 2000, the Board adopted the Audit Committee Charter, which was attached
+to last year's Proxy Statement as Appendix I. The Charter outlines the
+activities and responsibilities of the Committee.
+In August 2001, the Committee met with representatives of Arthur Andersen and
+Meridian's internal accountants and reviewed with them the proposed 2001 Audit
+Plan, areas warranting particular concentration on the audit and the effects of
+new accounting pronouncements. The Committee also reviewed business analysis and
+initial risk assessments and the implementation of new accounting rules on
+business combinations, goodwill and intangible assets presented by Arthur
+Andersen.
+At its meeting in November 2001, the Committee reviewed with management, Arthur
+Andersen and Meridian's accounting officers the results of the audit for fiscal
+2001, including the audited financial statements. The Committee reviewed the
+requirements
+-7-
+of its Charter previously adopted and the reports that were required to be
+disclosed to the Committee. The Committee discussed with Arthur Andersen the
+matters required to be discussed by Statement on Auditing Standards No. 61. The
+Arthur Andersen representatives reviewed with the Committee written disclosures
+required by the Independence Standards Board Standard No. 1 regarding
+independence of the public accountants and presented a letter regarding that
+matter to the Committee.
+Relying upon the discussions and reviews described above, 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, 2001 for filing with the Securities and Exchange Commission.
+Respectfully submitted,
+Audit Committee
+Robert J. Ready (Chairman)
+James A. Buzard
+Gary P. Kreider
+The Compensation Committee is responsible for establishing compensation for
+management and administering Meridian's stock option plans.
+Meetings last year: 8
+Actions in writing last year: 2
+COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
+Report of the Compensation Committee
+Meridian's Compensation Committee is composed of Messrs. Buzard (Chairman),
+Kreider, Phillips and Ready. The Compensation Committee is responsible for
+establishing compensation for executive officers, establishing salary levels and
+bonus plans, making bonus awards and otherwise dealing in all matters concerning
+compensation of the executive officers and awarding stock options for all
+employees.
+At its meeting on November 16, 2000, the Committee set the salaries for the
+executive officers for fiscal 2001 as shown in the Summary Compensation Table.
+The Committee had available to it in establishing executive salaries the
+recommendations of management with respect to overall staff level compensation
+for the coming fiscal year for Meridian. The Committee took into account these
+considerations plus the financial performance of Meridian during fiscal 2000 in
+establishing salary levels. It determined the compensation for the Chief
+Executive Officer in the same manner it did for its other executive officers.
+The Committee also considered a fiscal 2001 bonus award program based on
+targeted earnings levels. The Committee met without Meridian's management in
+making its decisions. At its meeting on November 16, 2000 and at other meetings
+throughout the year, the Committee also awarded stock options pursuant to
+Meridian's Stock Option Plan to various employees including the stock options to
+executive officers listed elsewhere in this Proxy Statement.
+At its meeting in September 2001, the Committee awarded incentive stock options
+to certain employees and executive officers, which are tied to net earnings and
+stock price targets. One series of options will vest immediately if Meridian's
+net earnings for fiscal 2002 are at least $6,821,000. The other series will vest
+if the stock price reaches designated price levels for 30 consecutive days
+during fiscal 2002 plus the first 30 days of fiscal 2003 with the vesting
+schedule being one-third at $12, one-third at $13 and one-third at $14. If these
+targets are not reached, the options will not vest until nine years after the
+date of grant. They also vest if Meridian or substantially all of its assets are
+sold in fiscal 2002.
+At its meeting on November 14, 2001, the Committee maintained salary levels for
+Messrs. Motto, Kraeutler, Eberly and Interno for fiscal 2002 at fiscal 2001
+levels, granted increases to operating officers and established a fiscal 2002
+bonus award based on targeted net earnings levels from $6,475,000 to $7,500,000.
+Respectfully submitted,
+Compensation Committee
+James A. Buzard (Chairman)
+Robert J. Ready
+Gary P. Kreider
+David C. Phillips
+-8-
+PRINCIPAL SHAREHOLDERS
+William J. Motto, Chairman of the Board, and Putnam Investments, LLC are the
+only shareholders known by Meridian to own beneficially 5% or more of its
+outstanding Common Stock as of December 3, 2001. Information has been furnished
+by the persons listed and/or has been obtained from reports filed by the persons
+listed with the Securities and Exchange Commission:
+Amount and Nature of Percent
+Name of Beneficial Owner Beneficial Ownership of Class
+------------------------ -------------------- --------
+William J. Motto/1/ 4,292,514 29.4%
+Putnam Investments, LLC/2/ 1,801,982 12.3%
+1. The business address of Mr. Motto is 3471 River Hills Drive, Cincinnati,
+Ohio 45244. The shares of Common Stock reported as beneficially owned by Mr.
+Motto include 60,646 shares held by the William J. Motto Family Charitable
+Remainder Unitrust and 25,000 shares subject to options exercisable within 60
+days.
+2. The business address of Putnam Investments, LLC is One Post Office Square,
+Boston, Massachusetts 02109. The shares of Common Stock reported as beneficially
+owned by Putnam Investments, LLC includes shares held by Putnam Investment
+Management, LLC and The Putnam Advisory Company, LLC, two wholly-owned
+subsidiaries of Putnam Investments, LLC. The shares of Common Stock reported as
+beneficially owned by Putnam Investments, LLC are as of September 30, 2001, the
+latest date such information is available to Meridian.
+-9-
+DIRECTORS AND EXECUTIVE OFFICERS
+This table lists the executive officers and directors of Meridian and shows how
+much common stock each owned on December 3, 2001.
+Common Stock
+Beneficially Owned
+Name and Age Position Amount/1/ Percentage/2/
+------------ -------- --------- -------------
+William J. Motto Chairman of the Board of Directors,
+60 Chief Executive Officer 4,292,514/2/ 29.4%
+John A. Kraeutler President, Chief Operating Officer
+53 and Director 275,767 1.9%
+Antonio A. Interno/3/ Senior Vice President 380,585 2.6%
+51
+Richard L. Eberly/4/ Executive Vice President 32,875 *
+40
+Kenneth J. Kozak/5/ Vice President, Research and
+47 Development 7,159 *
+Melissa A. Lueke/6/ Vice President, Chief Financial
+38 Officer and Secretary 9,100 *
+Susan A. Rolih/7/ Vice President of Regulatory Affairs
+52 & Quality Systems -- --
+Lawrence J. Baldini/8/ Vice President of Operations 3,000 *
+42
+James A. Buzard, Ph.D./9/ Director 27,393 *
+74
+Gary P. Kreider/9/ Director 48,403/10/ *
+63
+Robert J. Ready/9/ Director 29,098 *
+61
+David C. Phillips/11/ Director 8,317 *
+63
+---------------------------------------------
+All Executive Officers
+and Directors as a Group 5,114,211 33.9%
+1. Includes options exercisable within 60 days from Mr. Motto of 25,000 shares,
+Mr. Kraeutler of 269,573 shares, Mr. Interno of 66,616 shares, Mr. Eberly of
+32,775 shares, Mr. Kozak of 6,850 shares, Mr. Buzard of 22,635 shares, Mr.
+Kreider of 18,538 shares, Ms. Lueke of 6,500 shares, Mr. Phillips of 2,317
+shares and Mr. Ready of 22,635 shares.
+2. See description of Common Stock ownership contained under "Principal
+Shareholder."
+3. Antonio A. Interno was appointed as a Vice President in August 1991 and
+appointed a Senior Vice President in September 1997. He has been Managing
+Director of Meridian's European subsidiary, Meridian Diagnostics Europe
+since February 1990.
+4. Richard L. Eberly was appointed Vice President of Sales and Marketing on
+January 10, 1997 and appointed an Executive Vice President in May 2000. He
+has over 12 years of experience in the medical diagnostic industry and
+joined Meridian in January 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.
+5. Kenneth J. Kozak joined Meridian in October 1987 and was appointed Vice
+President, Research and Development, on May 17, 1999. Prior to this
+appointment, Mr. Kozak served as Director of Product Development for
+Meridian. Before joining Meridian, Mr. Kozak held a variety of positions at
+the University of Cincinnati College of Medicine.
+6. Melissa A. Lueke was appointed Vice President, Chief Financial Officer and
+Secretary on January 23, 2001. 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.
+-10-
+7. Susan A. Rolih was appointed Vice President of Regulatory Affairs and
+Quality Systems on May 29, 2001. Before joining Meridian, Ms. Rolih held
+various regulatory and quality positions with Immucor, Inc.
+8. Lawrence J. Baldini was appointed Vice President of Operations on April 3,
+2001. Before joining Meridian, Mr. Baldini held various operations
+management positions with Instrumentation Laboratories and Fisher
+Scientific.
+9. Audit Committee Member and Compensation Committee Member.
+10. Includes 5,145 shares held directly by his wife, 1,000 shares held as
+custodian for his minor child and 9,364 shares held by trusts of which Mr.
+Kreider is trustee and a beneficiary. Also includes Meridian debentures
+convertible into 1,615 shares.
+11. Compensation Committee Member.
+* Less than one percent.
+-11-
+SECTION 16 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 Securities and Exchange Commission. 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 except
+as follows: Mr. Kozak filed a December 1999 Form 4 in January 2001, Mr. Buzard
+filed an October 2000 Form 4 in December 2000, Mr. Phillips filed an April 2001
+Form 4 in June 2001 and Mr. Motto filed an amended March 2001 Form 4 in May
+2001. For each of the above individuals, the delinquent report concerned just
+one transaction.
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
+Gary P. Kreider, who is a member of the Compensation Committee, is a senior
+partner of Keating, Muething & Klekamp, P.L.L., Cincinnati, Ohio, a law firm
+that provided legal services to Meridian in fiscal 2001.
+SUMMARY COMPENSATION TABLE
+Annual Compensation
+Securities
+Name and Underlying All Other
+Principal Position Year Salary Bonus Options Compensation/1/
+------------------ ---- ------ ----- ------- ---------------
+William J. Motto 2001 $387,700 $ -0- 20,000 $50,298
+Chairman of the Board of Directors, 2000 371,000 104,344 20,000 43,908
+Chief Executive Office 1999 355,000 144,813 - 41,139
+John A. Kraeutler/2/ 2001 $293,500 $ -0- 50,000 $32,165
+President, Chief Operating Officer 2000 280,400 75,544 50,000 31,401
+1999 267,900 111,738 50,000 25,121
+Antonio A. Interno 2001 $192,100 $ -0- 10,000 $16,200
+Senior Vice President, Managing 2000 200,000 32,837 15,000 16,200
+Director MDE 1999 210,000 59,527 -
+Richard L. Eberly 2001 $177,700 $ -0- 35,000 $22,532
+Executive Vice President, Sales, 2000 170,000 43,594 10,000 35,813
+Marketing and Operations 1999 116,000 64,150 7,500 26,028
+Melissa A. Lueke 2001 $145,900 $ -0- 30,000 $13,759
+Vice President, Chief Financial - - - - -
+Officer and Secretary - - - - -
+1 Amounts accrued under Meridian's Savings and Investment Plan. Also
+includes certain education related expenses, professional fees and car
+allowances, as well as premiums paid under Meridian's Split-Dollar
+Insurance Program. Under this Program, Meridian has purchased insurance
+policies on the lives of Mr. Motto, Mr. Kraeutler, Mr. Eberly and Ms.
+Lueke. These individuals are responsible for a portion of the premiums and
+Meridian pays the remainder. Upon the death of any of these individuals,
+Meridian will receive that portion of the benefits paid that equals the
+premiums paid by Meridian on the respective policy. The beneficiary named
+by the decedent will receive the remainder of the death benefits. The
+premiums paid to the insurer under these policies for the fiscal years
+ended September 2001, 2000 and 1999 were $11,697, $11,182, and $10,411,
+respectively, for Mr. Motto; $8,948, $7,422, and $7,058, respectively, for
+Mr. Kraeutler; $4,190, $2,487, and $755, respectively, for Mr. Eberly; and
+$2,729 for Ms. Lueke for 2001.
+2 Mr. Kraeutler and Meridian are parties to an employment agreement dated
+February 15, 2001 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) upon the
+occurrence of certain events, including a change in control of Meridian.
+The agreement is effective for a period of 36 months commencing February
+15, 2001, automatically extending until either party terminates the
+agreement.
+Todd Motto, the adult son of William J. Motto, is Director International
+Marketing MBE at Meridian. Todd Motto received $78,000 in compensation
+for fiscal 2001 and options to purchase 1,500 shares of Meridian common
+stock at an exercise price of $3.09 per share.
+-12-
+OPTION GRANTS IN LAST FISCAL YEAR
+---------------------------------
+% of Total Potential Realized Value
+Number of Options at Assumed Annual
+Securities Granted to Rates of Price Appreciation
+Underlying Employees Exercise for Option Term
+Options in Fiscal Price Expiration ---------------
+----------
+Names Granted 2001 ($/Per Share) Date 5% 10%
+----- ------- ---- ------------ ---- -- ---
+Willam J. Motto 20,000 7% $7.1875 11/15/10 $234,154 $ 372,850
+John A. Kraeutler 50,000 17% 7.1875 11/15/10 585,384 932,126
+Antonio A. Interno 10,000 3% 7.1875 11/15/10 117,077 186,425
+15,000 5% 7.1875 11/15/10 175,615 279,638
+Richard L. Eberly
+20,000 7% 2.5000 2/13/11 81,445 129,687
+10,000 3% 7.1875 11/15/10 117,077 186,425
+Melissa A. Lueke
+20,000 7% 2.5000 2/13/11 81,445 129,687
+FISCAL 2001 OPTION EXERCISES
+AND FISCAL YEAR-END OPTION VALUES
+---------------------------------
+Number of Securities Value of Unexercised In-
+Underlying Unexercised the-Money Options at
+Options at FY-End FY-End
+Shares Acquired
+---------------
+Name on Exercise Value Realized Exercisable/Unexercisable Exercisable/Unexercisable
+---- ----------- -------------- ------------------------- -------------------------
+William J. Motto - - 25,000/25,000 $-/$-
+John A. Kraeutler - - 269,573/137,500 301/-
+Antonio A. Interno - - 66,616/25,500 -/-
+Richard L. Eberly - - 32,775/50,750 -/44,000
+Melissa A. Lueke - - 6,500/41,500 -/44,000
+-13-
+PERFORMANCE GRAPH
+The following graph shows the yearly percentage change in Meridian's
+cumulative total shareholder return on its Common Stock as measured by dividing
+the sum of (A) the cumulative amount of dividends, assuming dividend
+reinvestment during the periods presented and (B) the difference between
+Meridian's share price at the end and the beginning of the periods presented; by
+the share price at the beginning of the periods presented with the Wilshire 5000
+Equity Index and a Peer Group Index. The Peer Group consists of Apogent
+Technologies, Inc., Biomerica, Inc., Biosite, Inc., Diagnostic Products Corp.,
+Hemagen Diagnostics, Inc., Hycor Biomedical, Inc., Idexx Laboratories Corp.,
+Neogen Corp., Quidel Corp. and Trinity Biotech Plc.
+COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
+AMONG MERIDIAN BIOSCIENCE, INC., THE WILSHIRE 5000 INDEX AND A PEER GROUP
+Cumulative Total Return
+9/96 9/97 9/98 9/99 9/00 9/01
+MERIDIAN BIOSCIENCE, INC. 100.00 90.41 59.14 63.76 64.87 40.78
+WILSHIRE 5000 100.00 138.21 142.75 181.22 213.03 151.35
+PEER GROUP 100.00 87.32 82.76 98.12 119.86 121.66
+-14-
+SHAREHOLDER PROPOSALS FOR NEXT YEAR
+The deadline for shareholder proposals to be included in the Proxy
+Statement for next year's meeting is August 28, 2002.
+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 2003 Annual Shareholders' Meeting, it must be received prior to
+November 11, 2002. If there is a change in the anticipated date of next year's
+annual meeting or these deadlines by more than 30 days, we will notify you of
+this change through our Form 10-Q filings.
+Meridian's Code of Regulations provides that only persons nominated by an
+officer, director or in writing by a shareholder at least five days prior to the
+meeting at which directors are to be selected shall be eligible for election.
+QUESTIONS?
+If you have questions or need more information about the annual meeting,
+write to:
+Melissa Lueke, 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 the Fifth Third Bank Shareholder
+Services at 1-800-837-2755.
+TABLE OF CONTENTS Page
+------------------------------------------------------------------
+GENERAL INFORMATION.......................................... 4
+ELECTION OF DIRECTORS........................................ 4
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS................... 6
+DIRECTOR COMPENSATION........................................ 6
+BOARD COMMITTEES............................................. 6
+REPORT OF THE AUDIT COMMITEE................................. 6
+COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION...... 7
+PRINCIPAL SHAREHOLDERS....................................... 8
+DIRECTORS AND EXECUTIVE OFFICERS............................. 9
+SECTION 16 BENEFICIAL OWNERSHIP REPORTING COMPLIANCE......... 11
+COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION.. 11
+OPTION GRANTS IN LAST FISCAL YEAR............................ 12
+FISCAL 2001 OPTION EXERCISES................................. 12
+PERFORMANCE GRAPH............................................ 13
+SHAREHOLDER PROPOSALS FOR NEXT YEAR.......................... 14
+QUESTIONS?................................................... 14
+MERIDIAN BIOSCIENCE, INC.
+PROXY The undersigned hereby appoints WILLIAM J. MOTTO and MELISSA A.
+FOR LUEKE, or either of them, proxies of the undersigned, each with
+ANNUAL the power of substitution, to vote cumulatively or otherwise all
+MEETING shares of Common Stock which the undersigned would be entitled to
+vote on the matters specified below 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 22, 2002 at 3:00 P.M. Eastern Time at Ivy Hills
+Country Club, 7711 Ivy Hills Boulevard, Cincinnati, Ohio or any
+adjournment of such Annual Meeting.
+THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE FOLLOWING PROPOSALS:
+1. Authority to elect as directors the six nominees listed below.
+FOR ____ WITHHOLD AUTHORITY ____
+JAMES A. BUZARD, JOHN A. KRAEUTLER, GARY P. KREIDER, WILLIAM J. MOTTO,
+DAVID C. PHILLIPS AND ROBERT J. READY
+WRITE THE NAME OF ANY NOMINEE(S) FOR WHOM AUTHORITY TO VOTE IS
+WITHHELD ____________________________________________
+2. To ratify the appointment of Arthur Andersen LLP as independent public
+accountants for fiscal 2002.
+FOR ____ AGAINST ____ ABSTAIN ____
+THIS PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS
+UNLESS A CONTRARY CHOICE IS SPECIFIED.
+(This proxy is continued and is to be signed on the reverse side)
+Date __________________________, ______
+_______________________________________
+_______________________________________
+Important: Please sign exactly as name appears hereon indicating, where proper,
+official position or representative capacity. In the case of joint holders, all
+should sign.
+THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

raw/proxies/0000794172/0001145443-07-003870/proxy.txt

@@ -0,0 +1,1351 @@
+DEF 14A
+1
+d22374_def14a.htm
+UNITED STATES SECURITIES AND EXCHANGE COMMISSION 
+WASHINGTON, D.C. 20549 
+SCHEDULE 14A 
+(Rule 14a-101) 
+INFORMATION REQUIRED IN PROXY STATEMENT 
+SCHEDULE 14A INFORMATION 
+Proxy Statement Pursuant to Section 14(a) 
+of the Securities Exchange Act of 1934 
+(Amendment No. ___ ) 
+Filed by the Registrant x 
+Filed by a Party other than the Registrant o 
+Check the appropriate box: 
+o Preliminary Proxy Statement 
+o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) 
+x Definitive Proxy Statement 
+o Definitive Additional Materials 
+o Soliciting Material Pursuant to Section 14a-12 
+Meridian Bioscience, Inc. 
+(Name of Registrant as Specified in Its Charter) 
+(Name of Person(s) Filing Proxy Statement if Other Than the Registrant) 
+Payment of Filing Fee (Check the appropriate box): 
+x 
+No fee required. 
+o 
+Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
+(1) 
+Title
+of each class of securities to which transaction applies: 
+(2) 
+Aggregate
+number of securities to which transaction applies: 
+(3) 
+Per
+unit price or other underlying value of transaction computed pursuant to Exchange Act
+Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
+was determined): 
+(4) 
+Proposed
+maximum aggregate value of transaction: 
+(5) 
+Total
+Fee Paid: 
+o 
+Fee paid previously with preliminary materials.
+o 
+Check box if any part of the fee is offset as provided by Exchange Act Rule
+0-11(a)(2) and identify the filing for which the offsetting fee was paid
+previously. Identify the previous filing by registration statement number, or
+the Form or Schedule and the date of its filing.
+(1) 
+Amount
+Previously Paid: 
+(2) 
+Form,
+Schedule or Registration Statement No.: 
+(3) 
+Filing
+Party: 
+(4) 
+Date Filed: 
+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 3:00 p.m. on January 22, 2008 at the Holiday Inn, 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. 
+Please complete, sign, date, and return your proxy card promptly in the enclosed envelope. 
+Sincerely yours, 
+/s/ William J. Motto 
+William J. Motto 
+Chairman of the Board 
+December 19, 2007 
+1 
+NOTICE OF ANNUAL MEETING 
+OF 
+SHAREHOLDERS OF MERIDIAN BIOSCIENCE, INC. 
+Time: 
+3:00 p.m., Eastern Time 
+Date: 
+January 22, 2008 
+Place: 
+Holiday Inn 
+4501 Eastgate Blvd. 
+Cincinnati, Ohio 45245 
+Purpose: 
+• 
+Elect directors 
+• 
+Ratify appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for fiscal year 2008 
+• 
+Amend our Amended Code of Regulations to permit our directors to amend such Regulations under certain circumstances without shareholder approval 
+• 
+Amend our 2004 Equity Compensation Plan, Amended and Restated through January 19, 2006, to increase the number of shares authorized to be issued under such Plan from 1,462,500 to 3,000,000 
+• 
+Conduct other business if properly raised 
+Only shareholders of record on December 3, 2007 may vote at the meeting. The approximate mailing date of this Proxy Statement and accompanying Proxy Card is December 19, 2007. 
+Your vote is important. Please complete, sign, date, and return your proxy card promptly in the enclosed envelope. 
+/s/ Melissa Lueke 
+Melissa Lueke 
+Secretary 
+December 19, 2007 
+2 
+TABLE OF CONTENTS 
+Page 
+GENERAL INFORMATION 
+4 
+ELECTION OF DIRECTORS 
+5 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+7 
+AMENDMENT OF THE COMPANY’S AMENDED CODE OF REGULATIONS 
+8 
+AMENDMENT OF THE COMPANY’S EQUITY COMPENSATION PLAN 
+9 
+CORPORATE GOVERNANCE 
+15 
+DIRECTORS AND EXECUTIVE OFFICERS 
+20 
+SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 
+21 
+CERTAIN RELATED PERSON TRANSACTIONS 
+21 
+COMPENSATION DISCUSSION AND ANALYSIS 
+22 
+SUMMARY COMPENSATION TABLE 
+31 
+DIRECTOR COMPENSATION 
+36 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+36 
+QUESTIONS? 
+37 
+ANNEX A – AMENDMENT TO AMENDED CODE OF REGULATIONS 
+A-1 
+ANNEX B – AMENDMENT TO 2004 EQUITY COMPENSATION PLAN 
+B-1 
+3 
+GENERAL INFORMATION 
+Who may vote 
+Shareholders of Meridian, as recorded in our stock register on December 3, 2007, may vote at the meeting. As of that date, Meridian had 39,944,797 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 sign and return the enclosed proxy card but do not specify how to vote, we will vote your shares in favor of our director candidates, the ratification of appointment of Grant Thornton LLP as Meridian’s independent registered public accountants for fiscal year 2008, the amendment of our Amended Code of Regulations, and the amendment of our 2004 Equity Compensation Plan, Amended and Restated through January 19, 2006, all on the terms described herein. 
+If any other matters come before the meeting or any adjournment, 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, you may get material from them asking how you want to vote. 
+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 37. 
+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. 
+4 
+Votes needed 
+The six director candidates receiving the most votes will be elected to fill the seats on the Board. Each of the ratification of appointment of accountants, the amendment of our Amended Code of Regulations, and the amendment of our 2004 Equity Compensation Plan, Amended and Restated through January 19, 2006 requires the favorable vote of a majority of the votes cast. Only votes for or against these proposals count. Abstentions and broker non-votes count for quorum purposes but not 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 Committee of the Board of Directors has nominated for re-election all of the following current directors: James A. Buzard, John A. Kraeutler, Gary P. Kreider, 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 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 President, a Vice President or the Secretary of Meridian not less than 48 hours prior to the Annual 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. 
+5 
+The Board recommends you vote FOR each of the following candidates: 
+James A. Buzard, Ph.D. 
+Director since 1990 
+Age: 80 
+James A. Buzard, Ph.D. was Executive Vice President of Merrell Dow Pharmaceuticals Inc. from March 1981 until December 1989. From December 1989 until his retirement in February 1990, he was Vice President of Marion Merrell Dow, Inc. He has been a business consultant since February 1990. 
+John A. Kraeutler 
+Director since 1997 
+Age: 59 
+John A. Kraeutler has more than 30 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. 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. 
+Gary P. Kreider, Esq. 
+Director since 1991 
+Age: 69 
+Gary P. Kreider serves as Chairman of the Compensation Committee and Board Secretary. Mr. Kreider served as a senior partner in the Cincinnati law firm of Keating Muething & Klekamp PLL, the Company’s outside counsel. His primary practice areas are securities law, mergers and acquisitions, and general corporate law, and he has been with Keating Muething & Klekamp since 1963. Effective October 1, 2005, Mr. Kreider no longer has a vote or partnership interest in the firm’s earnings, although his affiliation with the firm continues. Mr. Kreider has been an Adjunct Professor of Law in securities regulation at the University of Cincinnati College of Law since 1977 and is a past Chairman of the Ohio
+State Bar Association Corporate Law Committee. Mr. Kreider is also a Director of LSI Industries Inc. 
+William J. Motto 
+Director since 1977 
+Age: 66 
+William J. Motto has more than 35 years of experience in the pharmaceutical and diagnostics products industries, is a founder of Meridian and has been Chairman of the Board since 1977. 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. 
+6 
+David C. Phillips 
+Director since 2000 
+Age: 69 
+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 serves as a director of Cintas Corporation and Summit Family of Mutual Funds. 
+Robert J. Ready 
+Director since 1986 
+Age: 67 
+Robert J. Ready serves as Chairman of the Nominating Committee. Mr. Ready founded LSI Industries Inc., Cincinnati, Ohio in 1976, which engineers, manufactures and markets commercial/industrial lighting and graphics products, and has served as its President and Chairman of its Board of Directors since that time. 
+RATIFICATION OF APPOINTMENT OF ACCOUNTANTS 
+(Item 2 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 accounting firm for the 2008 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 2008. Representatives of Grant Thornton are expected to be present at the Shareholders’ Meeting and will be given an opportunity to make a statement, if they so desire, and to respond to appropriate questions that may be asked by shareholders. 
+7 
+Principal Accounting Firm Fees : 
+Aggregate fees billed to Meridian by Grant Thornton LLP for fiscal years 2007 and 2006 are listed below: 
+2007 
+2006 
+Audit Fees 
+$283,000 
+$295,000 
+Audit Related Fees 
+31,002 
+35,588 
+$314,002 
+$330,588 
+Audit Fees. Audit fees are the fees billed for professional services rendered by Meridian’s independent registered public accounting firm for their audit of Meridian’s consolidated annual financial statements for the fiscal years ended September 30, 2007 and 2006, respectively, and reviews of the unaudited quarterly consolidated financial statements contained in the reports on Form 10-Q filed by Meridian during those years and on reporting on Meridian’s internal control 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. 
+The Board recommends that you vote FOR the ratification of appointment of Grant Thornton LLP as Meridian’s independent registered public accounting firm for the 2008 fiscal year. 
+AMENDMENT OF THE COMPANY’S AMENDED CODE OF REGULATIONS 
+(Item 3 on the Proxy Card) 
+The Board is recommending that the Company’s Amended Code of Regulations be amended to allow the Board to amend such Regulations without shareholder approval in the circumstances described in this proxy statement and as set forth on Annex A. 
+Article X of Meridian’s Regulations allows shareholders to amend the Regulations by the affirmative vote or written consent of the shareholders of record entitled to exercise a majority of the voting power. Annex A shows the new language of Article X reflecting the proposed amendment. 
+The Ohio Revised Code was amended on October 12, 2006 to, among other things, allow directors to amend Regulations in certain respects without shareholder approval. 
+Prior to the amendments, almost all changes to Regulations were required to be accomplished by shareholder action. The 2006 amendments liberalized the law to allow directors to amend the Regulations without shareholder approval in various areas that are not deemed to impact 
+8 
+fundamental shareholder rights. The amendments first require the shareholders to grant amending authority to the directors through the Articles or Regulations. However, the Ohio law reserves to the shareholders the sole authority to amend the Regulations in various areas, such as those defining or limiting the exercise of the authority of shareholders, setting the percentage of shareholders entitled to call special meetings, establishing notices of meetings and qualifications of shareholders, establishing quorum definitions, setting terms and classifications of directors, and removing directors and filling vacancies in the Board of Directors. Shareholders can always override amendments made by directors and Regulations may never divest shareholders of the power to adopt, amend or repeal Regulations. 
+The directors, once granted general authority by shareholders, will therefore be free to amend the Regulations in such areas as the establishment of the fiscal year, the time and place of meetings, advance notice provisions of proposals and director nominations, establishment of officers and committees, and enactment of indemnification provisions. 
+The Board believes that the amendment to the Regulations as set forth on Annex A is in the best interests of Meridian’s shareholders because the amendment will allow Meridian to adapt to Ohio’s statutory business framework and will allow the Board to act quickly to respond to the needs of the Company that arise from time to time. 
+The Board recommends that you vote FOR amendment of Meridian’s Amended Code of Regulations to allow the Board to amend such Regulations without shareholder approval in the circumstances described in this proxy statement. 
+AMENDMENT OF THE COMPANY’S 2004 EQUITY COMPENSATION PLAN 
+(Item 4 on the Proxy Card) 
+The Board is recommending that the Company’s 2004 Equity
+Compensation Plan, amended and restated through January 19, 2006, be amended to provide 1,537,500 additional common shares
+available for issuance as set forth on Annex B. This Plan was adopted at the
+2005 Annual Shareholder’s Meeting. With the continued growth of the Company
+and the passage of time, nearly all of the 1,462,500 shares provided by the Plan
+have been subjected to awards. The Board believes the Plan has served the
+Company well and considers it advisable to have an additional 1,537,500 shares
+available for issuance in order to provide awards that are designed to attract
+and retain key employees. If approved, this amendment would increase the maximum
+available shares from 1,462,500 to 3,000,000. The closing sale price for
+Meridian’s common shares on Nasdaq on December 3, 2007 was $30.77 per
+share. 
+The Compensation Committee established by the Board administers the Plan. The Compensation Committee evaluates the duties of employees and their present and potential contributions to the Company and such other factors as it deems relevant in determining key persons to whom awards under the Plan will be granted and the number of shares covered by such grants. All employees, directors, and consultants of the Company are eligible to be considered by the Compensation Committee for the grant of awards under the Plan. 
+9 
+The Plan authorizes the Compensation Committee to grant i) stock options, ii) stock appreciation rights (SARs), iii) restricted and unrestricted stock awards, iv) performance awards, and v) other stock unit awards. Historically, Plan awards have been limited to stock options. The availability of other types of awards provides flexibility to the Compensation Committee in determining the components of equity-based compensation. 
+Options may be granted either as Incentive Stock Options designed to provide certain tax benefits under the Internal Revenue Code or as Non-Qualified Options without such benefits. Generally, the Compensation Committee expects to award only Non-Qualified Options in order for the Company to receive a federal income tax benefit. The Plan provides that all options are to be granted with exercise prices not less than the closing price of Meridian common shares on the date of grant (i.e., 100% of fair market value on the date of grant). Options may be granted for varying periods of up to ten years. Under the Plan, no person may receive options for more than 112,500 common shares in any twelve-month period. Persons who beneficially own 10% or more of the Company’s outstanding common shares may not be granted Incentive Stock Options for terms exceeding five years and the exercise prices of such options
+must be at least 110% of fair market value at the time of grant. 
+SARs may be granted under the Plan. The Plan provides that SARs may be awarded to eligible employees, advisors, or non-employee directors as determined by the Compensation Committee. A SAR may be granted for varying periods of up to ten years, in tandem with stock options, or separately as a non-tandem SAR. 
+Both restricted and unrestricted stock awards may be granted under the Plan. Restricted stock awards are subject to conditions, restrictions and limitations that the Compensation Committee determines to be appropriate. Upon full vesting of restricted stock awards, the recipient shall have all rights of a shareholder of the Company, including the rights to vote and to receive cash dividends. The Compensation Committee may also issue unrestricted shares. 
+The Plan gives the Compensation Committee discretion to grant Performance Awards to eligible employees and advisors, as determined by the Compensation Committee. The Compensation Committee has discretion as to the times at which Performance Awards shall be granted, the number of common shares or the amount of cash to be awarded, the duration and conditions for vesting, and any other terms and conditions of the Performance Award to any person. The Compensation Committee may condition the grant or vesting of a Performance Award upon the attainment of specified performance goals; the appreciation in the fair market value, book value or other measure of value of the common shares; the performance of the Company based on earnings or cash flow; or such other factors or criteria as the Compensation Committee shall determine. 
+The Plan also provides that the Compensation Committee may grant, either alone or in addition to other awards, awards of common shares or other securities of the Company or any of its subsidiaries and other awards whose value is based on common shares or other securities of the Company or any of its subsidiaries. These other awards may be paid in cash, common shares, other property or a combination thereof. The Compensation Committee has 
+10 
+discretion as to the times at which awards will be granted, the number of shares or the amount of cash to be awarded, the duration and conditions for vesting, and any other terms and conditions of the award to any person. Common shares (including securities convertible into common shares) and other securities granted as other awards may be issued for no cash consideration or any minimum consideration required by applicable law. Common shares (including securities convertible into common shares) and other securities purchased pursuant to purchase rights granted as other awards may be purchased for such consideration as determined by the Compensation Committee, so long as the price is not less than the fair market value of the common shares or other securities on the date of grant, unless the Compensation Committee otherwise elects. 
+Unvested awards terminate immediately if the person holding them is terminated for any reason other than death, total permanent disability or retirement. In the case of death or permanent disability, any outstanding awards become fully vested and exercisable for one year. In the case of retirement, any outstanding awards become fully vested and exercisable for 90 days. However, if a person is involuntarily terminated without cause, as determined by the Compensation Committee, during the twenty-four month period following a change in control of the Company, all awards will become exercisable in full. 
+11 
+EQUITY COMPENSATION PLAN INFORMATION 
+The following table presents summary information as of September 30, 2007 with respect to all of our equity compensation plans. 
+Plan Category 
+(a) 
+Number of 
+Securities to be 
+issued upon 
+exercise of 
+outstanding 
+options, 
+warrants and 
+rights 
+(b) 
+Weighted- 
+average 
+exercise price 
+of outstanding 
+options, 
+warrants 
+and rights 
+(c) 
+Number of 
+securities 
+remaining 
+available for 
+future issuance 
+under equity 
+compensation 
+plans (excluding 
+securities 
+reflected in 
+column (a)) 
+Equity compensation plans approved by security holders (1) 
+1,877,059 
+$7.684 
+530,775 
+Equity compensation plans not approved by security holders 
+54,825 
+11.454 
+- 
+Total 
+1,931,884 
+$7.79 
+530,775 
+(1) 
+1994 Director’s Stock Option Plan 
+1996 Stock Option Plan, as amended in 2001 
+1999 Director’s Stock Option Plan 
+2004 Equity Compensation Plan, as amended 
+TAX TREATMENT OF AWARDS 
+The United States federal income tax consequences related to the issuance of the different types of awards that may be granted under the Plan are summarized below. Persons who are granted awards under the Plan should consult their own tax advisors to determine the tax consequences based on their particular circumstances. 
+Incentive Stock Options 
+An Incentive Stock Option results in no taxable income to the optionee or deduction to the Company at the time it is granted or exercised. However, the excess of the fair market value of the shares at the time of exercise over the option price is an item of adjustment in computing the alternative minimum taxable income of the optionee. If the optionee holds the stock received as a result of an exercise of an Incentive Stock Option for at least two years from the date of the grant and one year from the date of exercise, then the amount realized on 
+12 
+disposition of the stock in excess of the option price is treated as a long-term capital gain, and the Company will not be entitled to a deduction for federal income tax purposes. If the shares are disposed of during this period (i.e., a “disqualifying disposition”), then the optionee will include in income, as compensation for the year of the disposition, an amount equal to the excess, if any, of the fair market value of the shares at the time of exercise over the option price (or, if less, the excess of the amount realized upon disposition over the option price). The excess, if any, of the sale price over the fair market value on the date of exercise will be a capital gain. In the event of a disqualifying disposition, the Company will be entitled to a deduction, in the year of such disposition, for the amount includible in the optionee’s income as compensation. The optionee’s basis in the shares
+acquired upon exercise of an Incentive Stock Option is equal to the option price paid, plus any amount includible in his or her income as a result of a disqualifying disposition. 
+Non-Qualified Options 
+A Non-Qualified Option results in no taxable income to the optionee or deduction to the Company at the time it is granted. An optionee exercising a Non-Qualified option will, at that time, realize compensation taxable as ordinary income equal to the excess of the fair market value of the shares over the option price. Subject to the applicable provisions of the Internal Revenue Code, the Company will be entitled to a deduction for federal income tax purposes in the year of exercise in an amount equal to the taxable compensation recognized by the optionee. 
+The optionee’s basis in such shares is equal to the sum of the option price plus the amount includible in his or her income as compensation upon exercise. Any gain (or loss) upon subsequent disposition of the shares will be a capital gain (or loss). 
+Stock Appreciation Rights 
+Generally, the recipient of a SAR under the Plan will not recognize taxable income at the time the SAR is granted. If a recipient receives the appreciation inherent in the SARs in cash, the cash will be taxed as ordinary income to the recipient at the time it is received. If a recipient receives the appreciation inherent in the SARs in stock, the spread between the then current market value and the base price will be compensation taxed as ordinary income to the recipient at the time it is received. In general, there will be no federal income tax deduction allowed to the Company upon the grant or termination of SARs. However, upon the settlement of an SAR, the Company will be entitled to a deduction equal to the amount of ordinary income the recipient is required to recognize as a result of the settlement. 
+Other Awards 
+The current federal income tax consequences of other awards authorized under the Plan are generally in accordance with the following: (i) restricted stock is generally subject to ordinary income tax on the value of the stock at the time the restrictions lapse, unless the recipient elects to accelerate recognition as of the date of grant; (ii) stock unit awards are generally subject to ordinary income tax at the time of payment; (iii) unrestricted stock awards are generally subject to ordinary income tax at the time of grant; and 
+13 
+(iv) Performance Awards are generally subject to ordinary income tax on the value of the stock and/or amount of cash received at the time of payment of the award. In each of the foregoing cases, the Company will generally be entitled to a corresponding federal income tax deduction at the same time the recipient recognizes ordinary income. 
+Section 162(m) 
+Compensation of persons who are “covered employees” of the Company is subject to the tax deduction limits of Section 162(m) of the Internal Revenue Code. Awards that qualify as “performance-based compensation” are exempt from Section 162(m), thus allowing the Company the full federal tax deduction otherwise permitted for such compensation. If approved by the Company’s shareholders, the Plan as amended is intended to enable the Compensation Committee to grant awards to covered employees that will be exempt from the deduction limits of Section 162(m). However, no assurances can be made in this regard. 
+Section 409A 
+Section 409A of the Internal Revenue Code applies to compensation vested or deferred after December 31, 2004.
+Section 409A generally provides that unless certain requirements are met, amounts deferred under a non qualified plan for all taxable years are includable in gross income to the extent not
+subject to a substantial risk of forfeiture. Generally speaking, an amount is “vested” on the date that the employee’s right to receive the amount is no longer conditioned on the employee’s
+performance of substantial future services, and “deferred compensation” is compensation earned currently, the payment of which is deferred to a later taxable year.
+Section 409A may apply to Non-Qualified options, restricted stock units, Performance Awards and other awards under the Plan. The provisions of the Plan have been drafted to be in good
+faith compliance with Section 409A as interpreted under the guidance currently available. However, no assurances can be made in this regard as the Compensation Committee shall have discretion under the
+Plan to grant awards to which Section 409A may apply. 
+14 
+Plan Benefits 
+Because incentive awards under the Plan can be made based on the achievement of future net earnings targets and personal achievement ratings, it cannot be determined at this time what awards, benefits or amounts, if any, will be paid or allocated to any person or group of persons under the Plan. Awards which have been paid to certain executive officers under the plan for the last fiscal year are reported in the Summary Compensation Table on page 31 and as set forth below. 
+PLAN BENEFITS 
+2004 EQUITY COMPENSATION PLAN 
+Name and Position 
+Number of Options 
+William J. Motto 
+Chairman of the Board, Chief Executive Officer 
+15,750 
+Melissa A. Lueke, 
+Vice President, Chief Financial Officer, and Secretary 
+15,750 
+John A. Kraeutler 
+President, Chief Operating Officer 
+15,750 
+Antonio A. Interno 
+Senior Vice President, President and Managing Director, Meridian Bioscience Europe 
+15,750 
+Richard L. Eberly 
+Executive Vice President, President Meridian Life Science 
+15,750 
+Entire Executive Group 
+126,000 
+The Board recommends that you vote FOR amending Meridian’s 2004 Equity Compensation Plan to provide 1,537,500 additional shares available for issuance. 
+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. 
+15 
+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. 
+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 determined that each of the following members of
+the Board is independent: David C. Phillips, James A. Buzard, Robert J. Ready
+and Gary P. Kreider. Only independent directors serve on Committees of the
+Board. 
+During fiscal 2007, the Board of Directors met on four occasions. The independent directors plan to meet at least two times during fiscal 2008 without the presence of management directors. The independent members of the Board had one such meeting in fiscal 2007. The independent directors select one of such directors to preside over each session. 
+Meridian expects all directors to attend shareholders’ meetings. Each director attended the 2007 Annual Shareholders’ Meeting, all meetings of the Board and all meetings of Committees of which he was a member. 
+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 the last page of this proxy statement. 
+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 4350(n), 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 A. Buzard and Robert J. Ready. It met nine times during fiscal 2007. Each member is able to read and understand fundamental financial statements. David C. Phillips has been designated as the Audit Committee financial expert as that term is defined in SEC regulations. 
+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 
+16 
+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. 
+The Committee has submitted the following report. 
+REPORT OF THE AUDIT COMMITTEE 
+On August 16, 2007, the Audit Committee met with representatives of Grant Thornton and Meridian’s internal accountants and reviewed with them the proposed 2007 Audit Plan, areas warranting particular concentration on the audit and the effects of new accounting pronouncements. The Grant Thornton representatives reviewed with the Committee written disclosures required by the Independence Standards Board Standard No. 1 regarding independence of the registered public accounting firms and has 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 nonaudit services provided by the auditors were compatible with their independence. 
+At its meeting on November 13, 2007, the Committee reviewed and discussed with management, Grant Thornton and Meridian’s accounting officers the results of the audit for fiscal 2007, including the audited financial statements. The Committee reviewed the requirements of its Charter previously adopted and the reports that were required to be disclosed to the Committee. The Committee discussed with Grant Thornton the matters required to be discussed by Statement on Auditing Standards No. 61, as amended. 
+Based on the above mentioned review, 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, 2007 for filing with the Securities and Exchange Commission. 
+During its meetings, the Committee reviewed procedures related to the receipt, retention and treatment of any complaints concerning accounting, internal accounting controls or auditing matters. Also during its meetings, the Chairman of the Audit Committee reported to the full 
+17 
+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 on-going compliance with Section 404 of the Sarbanes-Oxley Act. 
+Respectfully submitted, 
+Audit Committee 
+David C. Phillips (Chairman) 
+Robert J. Ready 
+James A. Buzard 
+The Compensation Committee is composed of Messrs. Kreider (Chairman), Buzard, Phillips and Ready 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 option awards, and otherwise dealing in all matters concerning compensation of the executive officers. The Compensation Committee met two times and did not take any actions in writing during fiscal 2007. 
+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. Although the Compensation Committee did not engage a consultant this year, it received the services of a financial advisor who collected and assembled executive compensation data from peer companies. The CEO 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 Meridian’s
+President. Meridian’s President provides recommendations to the Compensation Committee with respect to compensation to be paid to the other corporate officers, other than himself. 
+To achieve compensation objectives, the Committee believes it is important to provide competitive levels of compensation to retain the most qualified employees, to recognize 
+18 
+individuals who exceed expectations and to closely link executive compensation with corporate performance. The methods by which the Committee believes Meridian’s long-term objectives can be achieved are through incentive compensation plans and equity 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”. 
+Compensation Committee Interlocks and Insider Participation 
+Gary P. Kreider, who is a member of the Compensation Committee, is
+affiliated with Keating Muething & Klekamp PLL, Cincinnati, Ohio, a law firm
+that provided legal services to the Company in fiscal year 2007. Mr. Kreider has
+no vote or interest in the firm’s earnings. Two of Mr. Kreider’s
+children are partners in the firm. Except as described above, 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 2007 (see the section
+titled Certain Related Person Transactions 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 Committee consists of Robert J. Ready, Chairman, James A. Buzard and David C. Phillips. It met one time last year. On November 14, 2007, the Nominating Committee considered and nominated the current directors for re-election. The Nominating 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. 
+In nominating directors, the Nominating Committee takes into account, among other factors which it may deem appropriate, the judgments, skill, diversity, business experience, 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 in care of the Company at its address shown on the cover page of this proxy statement. 
+The Nominating 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 of Directors, the Nominating 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. 
+19 
+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 December 3, 2007. 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 February 1, 2008 (60 days after December 3, 2007). 
+Common Stock 
+Beneficially Owned 
+Name 
+Position 
+Amount 1 
+Percentage 
+William J. Motto 
+Chairman of the Board of Directors, Chief Executive Officer 
+380,197 
+1.0% 
+John A. Kraeutler 
+President, Chief Operating Officer and Director 
+386,229 
+1.0% 
+Antonio A. Interno 2 
+Senior Vice President, President and Managing Director of Meridian Bioscience Europe 
+104,205 
+* 
+Richard L. Eberly 3 
+Executive Vice President, President Meridian Life Science 
+15,750 
+* 
+Lawrence J. Baldini 4 
+Executive Vice President, Operations and Information Systems 
+38,250 
+* 
+Melissa A. Lueke 5 
+Vice President, Chief Financial Officer and Secretary 
+92,265 
+* 
+Susan A. Rolih 6 
+Vice President, Regulatory Affairs & Quality Assurance 
+76,500 
+* 
+Todd W. Motto 7 
+Vice President, Sales and Marketing 
+889,547 
+2.2% 
+James A. Buzard, Ph.D 8, 9 
+Director 
+75,712 
+* 
+Gary P. Kreider 9, 10 
+Director 
+37,423 
+* 
+Robert J. Ready 8, 9 
+Director 
+84,610 
+* 
+David C. Phillips 8, 9 
+Director 
+26,214 
+* 
+All Executive Officers and Directors as a Group 
+2,206,902 
+5.5% 
+1 Includes options exercisable within 60 days from Mr. William
+Motto of 39,488 shares, Mr. Kraeutler of 177,862 shares,
+Mr. Eberly of 15,750 shares, Ms. Lueke of 15,750 shares, Ms. Rolih of
+59,625 shares, Mr. Baldini of 15,750 shares, Mr. Todd Motto of 37,575 shares,
+Mr. Buzard of 54,426 shares, Mr. Kreider of 17,928 shares, Mr. Ready of 54,426
+shares and Mr. Phillips of 12,714 shares. 
+2 Antonio A. Interno was appointed Vice President in August 1991, Senior Vice President in September 1997, and President, Managing Director of Meridian Bioscience Europe in October 2003. He has been Managing Director of Meridian’s European subsidiaries, Meridian Bioscience Europe, since February 1990. Age: 57 
+20 
+3 Richard L. Eberly was appointed Vice President of Sales and Marketing on January 10, 1997, Executive Vice President in May 2000, Executive Vice President, General Manager of Meridian Life Science in February 2003 and Executive Vice President and President Meridian Life Science in October 2005. He has over 18 years of experience in the medical diagnostic industry and joined Meridian in January 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. Age: 46 
+4 Lawrence J. Baldini was appointed Vice President of Operations on April 3, 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: 48 
+5 Melissa A. Lueke was appointed Vice President, Chief Financial Officer and Secretary on January 23, 2001. 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: 44 
+6 Susan A. Rolih was appointed Vice President of Regulatory Affairs and Quality Assurance on May 29, 2001. Before joining Meridian, Ms. Rolih held various regulatory and quality positions with Immucor, Inc. Age: 58 
+7 Todd W. Motto was appointed Vice President Sales and Marketing on October 3, 2005. Prior to this, Mr. Motto served in a number of different sales and marketing positions for Meridian, beginning in 1993. Most recently, he served as Meridian’s Director of Sales and Marketing, Meridian Bioscience Europe for the last five years. Age: 41 
+8 Audit Committee Member. 
+9 Compensation Committee Member. 
+10 Includes 325 shares held by his wife, 2,258 shares held as custodian for his minor child and grandchildren, and 5,825 shares held by trusts of which Mr. Kreider is trustee and a beneficiary. 
+* Less than one percent. 
+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 Securities and Exchange Commission. 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. 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. 
+CERTAIN RELATED PERSON TRANSACTIONS 
+Todd Motto, the adult son of William J. Motto, is Vice President, Sales and Marketing. Todd Motto received $343,311 in compensation for fiscal 2007. This compensation consisted of base salary of $168,273, bonus of $131,254 under the Officers’ Performance Compensation 
+21 
+Plan, $8,834 of auto and professional allowances, $11,972 of retirement plan contributions, and $22,978 related to stock option awards. 
+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 (vi) the overall fairness of the transaction to the Company. While the Company adheres to this policy for potential related person transactions, the
+policy, except as described above, is not in written form and approval of such related person transactions are evidenced by internal Company resolutions where applicable and/or our practice of approving transactions in this manner. 
+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 2007, 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 options contingent on Company performance, retirement plan contributions, and other Company-sponsored benefits. A significant portion of each executive officer’s cash bonus and stock options 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, operating income and net earnings). Annual performance 
+22 
+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 the institution and 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. 
+Establishing Compensation Levels 
+Compensation levels for the NEOs are driven by market pay levels, the executive officer’s leadership performance and overall Company performance. The Compensation Committee relies upon a combination of judgment and guidelines, as well as market data, in determining the amount and mix of compensation elements for the CEO. The compensation levels for the President are recommended to the Compensation Committee by the CEO and for the other NEOs by the President. The Compensation Committee may decide to follow or modify such recommended levels of compensation. The Compensation Committee considers as crucial the input of our CEO and President in connection with its compensation processes and decisions relating to NEO compensation. Although the Compensation Committee is not obligated to follow their recommendations, the Compensation Committee views their input as meaningful. 
+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 public disclosures of executive compensation made by other companies in
+the diagnostic and life science industries, as well as those in the Greater
+Cincinnati area. This information concerns base salary, bonus awards and
+long-term incentive awards such as stock options 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 uses this
+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. 
+23 
+Our performance-based cash bonus and stock option 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 options granted under performance programs are 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 the executive officers’ compensation through the use of tally sheets. These tally sheets provide the amount of total compensation paid or earned by the NEO based on his or her base salary, cash bonus, stock options, retirement contributions, and perquisites. The tally sheets reviewed provide all of the information that is reflected in the Summary Compensation Table except for amounts and descriptions of perquisites not required to be specifically identified by SEC regulations. 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 determination of certain awards, 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. 
+24 
+Components of Executive Compensation for 2007 
+Meridian’s executive compensation and benefits packages consist of: base salary, cash bonuses, long-term incentive awards in the form of stock options, and Company-sponsored benefit and retirement plans. Each of these components is detailed below. 
+Element 
+Form of Compensation 
+Purpose 
+Base Salaries 
+Cash 
+Provides competitive, fixed compensation to attract and retain exceptional executive talent 
+Annual Cash Incentives 
+Cash 
+Provides a direct financial incentive to achieve corporate and individual operating goals 
+Long-Term Equity Incentives 
+Incentive stock options, non-qualified stock options, restricted stock and 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 
+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 
+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 CEO and the President 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 October 1 st 
+are set in the prior fiscal year. 
+25 
+For 2007, the CEO and the President provided recommendations to the Compensation Committee for salary increases for the NEOs other than themselves, ranging from 3% to 5%. The Compensation Committee followed these recommendations. The Compensation Committee set the salary increase for the CEO and the President at 8% based on their satisfaction with the accomplishments of those officers in fiscal 2006. 
+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, contingent upon Company performance. Cash bonuses, if earned, are paid in the first quarter of each fiscal year, for the prior year’s performance. 
+Company Performance Component 
+The 2007 Plan, approved by shareholders in 2006, provided for the granting of cash bonuses as a percent of base salary if 2007 earnings reached at least $22,300,000, which was a meaningful increase from the 2006 actual earnings of $18,333,000. The 2007 Plan also provided for increasing bonus awards tied to increasing net earnings beyond the initial minimum level. Depending on the level of net earnings achieved and the application of the personal multiplier, cash bonuses could range from 5% to 120% of base salary. 
+The minimum earnings threshold of $22,300,000 and the corresponding earnings tiers for increasing bonus awards were established on the basis that the favorable adjustment to tax reserves in the amount of $2,425,000, related to the expiration of the statute of limitations on certain income tax returns would be excluded because this was a discrete event that was not an element of current year operating strategies. 
+Actual net earnings for 2007 were $24,296,000, excluding the favorable tax reserve adjustment discussed above, a record for the Company and 33% growth over 2006, which represented achievement at the Level 5 threshold. The 2007 Plan included six net earnings thresholds. 
+Individual Performance Component 
+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 CEO. The Compensation Committee followed these recommendations for fiscal 2007. The Compensation Committee set the personal achievement multiplier for the CEO at the highest level being paid to several other officers based on his leadership of the Company in 2007 and its overall sales and net earnings growth. 
+In evaluating the personal achievement multipliers for the NEOs for 2007, the Compensation Committee took into consideration the Company’s record sales and net earnings, its sales and net earnings growth rates over 2006, and the individual achievements and leadership of the NEOs that led to the record operating results. 
+26 
+Cash bonuses earned by the NEOs are included in the “Bonus” column of the Summary Compensation Table on page 31. 
+2008 
+At its November 14, 2007 meeting, the Compensation Committee approved the Officers’ Performance Compensation Plan for fiscal 2008. The 2008 Plan will award cash bonuses if 2008 net earnings reach at least $29,000,000, which the Compensation Committee believes is a meaningful increase from 2007 net earnings of $24,296,000, excluding the favorable tax reserve adjustment discussed above. The 2008 Plan also provides for increasing bonus awards tied to increasing net earnings beyond the initial minimum level. Depending on the level of net earnings achieved and the application of the personal multiplier, cash bonuses could range from 5% to 120% of base salary, similar to the 2007 Plan discussed above. 
+Long-term incentive awards 
+Long-term incentive awards in 2007 consisted of stock options. 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. 
+Stock option awards are contingent upon Company earnings levels and are made annually to all NEOs. On November 15, 2006, the Compensation Committee awarded each NEO options to purchase 15,750 shares of Common Stock at an exercise price equal to the closing market price on that date. These options have a maximum term of ten years, but were subject to forfeiture if earnings did not reach $23,600,000. Similar to the discussion under Cash Bonuses, this minimum earnings threshold was established on the basis that the favorable adjustment to tax reserves in the amount of $2,425,000 related to the expiration of the statute of limitations on certain income tax returns would be excluded . This earnings level was exceeded and these options are now in effect, vesting in three equal installments beginning November 14, 2008. These options are reflected in the option
+tables presented in this proxy statement. 
+At its meeting on November 14, 2007, the Compensation Committee awarded each NEO options to purchase 15,750 shares of Common Stock at an exercise price equal to the closing market price on this date. These options have a maximum term of ten years and are subject to forfeiture if 2008 earnings do not reach $30,775,000. 
+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. Stock options are generally granted at a regularly scheduled meeting of the Compensation Committee in the first quarter of the fiscal year, after Meridian issues a press release announcing the results of the prior fiscal year. Stock options are granted at the closing market price on the date of grant, pursuant to the 2004 Equity Compensation 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 
+27 
+vote or to receive dividends. Options granted to the NEOs are set forth in the Grants of Plan-Based Awards Table on page 32. 
+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. 
+In 1995, the Company entered into a salary continuation agreement with John A. Kraeutler to supplement Mr. Kraeutler’s retirement savings. This agreement provides additional compensation after retirement or separation from the Company under certain circumstances and is funded by a life insurance policy with premiums paid by the Company. Mr. Kraeutler’s benefit is limited to the cash surrender value of the life insurance policy. Meridian incurred expense of $18,120 in premiums during fiscal 2007. 
+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 31. The Company believes these perquisites to be reasonable, comparable to peer companies, and consistent with the Company’s overall executive compensation philosophy. 
+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. Generally, in 2007 approximately 37% to 49% of an NEO’s total compensation was dependent upon achieving business and financial goals, and realizing other performance objectives identified in the Performance Compensation Plan. As such, through this mix of pay, non-performance has a significant effect on the amount of compensation realized by executive officers. 
+We consider competitive market compensation paid by other companies, such as similarly sized greater-Cincinnati based companies and industry peers, but we do not attempt to maintain a certain target percentile within a peer group or otherwise rely on that data to determine executive compensation. Rather, Meridian incorporates flexibility into our compensation programs and in the assessment process to respond to and adjust for the evolving business environment. We strive to achieve an appropriate mix between equity incentive awards and cash payments in order to meet our objectives. We use the 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 option 
+28 
+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 CEO and President. 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. 
+Internal Pay Equity 
+The Compensation Committee believes that the relative difference between the CEO’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 consistent with our peer group and 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). While Mr. Kreider, the Chairman of the Compensation Committee, participates in the discussions regarding executive compensation, he recuses himself from voting on all performance-based compensation issues so that the Company can take full advantage of the above-described performance-based compensation deduction under Section 162(m). The Committee believes that all compensation paid to the NEOs for fiscal year 2007 is properly deductible under Section 162(m), but no assurance can be made in this regard. 
+Actions of the Committee 
+In several meetings during the year, the CEO and the Compensation Committee Chairman discussed, among other things, Meridian’s compensation system and its effectiveness in attracting and retaining top notch employees. Both believed 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 this Plan have been followed for many years, even when, as in 2001, following such principles resulted in no bonuses being awarded and performance stock options being forfeited. 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 15, 2006 meeting, the Compensation Committee discussed these matters, both with and without the presence of management. The Compensation Committee discussed the recommendations of the CEO and the President for compensation levels for all officers and answered questions about individual recommendations and the general pay 
+29 
+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: 
+Gary P. Kreider (Chairman) 
+Robert J. Ready 
+James A. Buzard 
+David C. Phillips 
+30 
+SUMMARY COMPENSATION TABLE 
+The following table summarizes the aggregate compensation paid, or earned, by each of the NEOs for the fiscal year ended September 30, 2007. 
+Name and Principal 
+Position 
+Year 
+Salary 
+Bonus 1 
+Stock 
+Awards 
+Option 
+Awards 2 
+Non-Equity 
+Incentive Plan 
+Compensation 
+Change in 
+Pension Value 
+and 
+Nonqualified 
+Deferred 
+Compensation 
+Earnings 
+All Other 
+Compensation 3 
+Total 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+(f) 
+(g) 
+(h) 
+(i) 
+William J. Motto 
+Chairman of the Board of Directors, Chief Executive Officer 
+2007 
+$494,904 
+$378,750 
+$ - 
+$109,666 
+$ - 
+$ - 
+$91,077 
+$1,074,397 
+Melissa A. Lueke 
+Vice President, Chief Financial Officer, and Secretary 
+2007 
+$192,283 
+$146,251 
+$ - 
+$22,978 
+$ - 
+$ - 
+$20,878 
+$382,390 
+John A. Kraeutler 
+President, Chief Operating Officer 
+2007 
+$391,928 
+$300,005 
+$ - 
+$109,666 
+$ - 
+$ - 
+$42,925 
+$844,524 
+Antonio A. Interno 4 
+Senior Vice President, President and Managing Director, MBE 
+2007 
+$353,575 
+$220,983 
+$ - 
+$109,666 
+$ - 
+$ - 
+$42,476 
+$726,700 
+Richard L. Eberly, 
+Executive Vice President, President Meridian Life Science 
+2007 
+$250,121 
+$142,380 
+$ - 
+$22,978 
+$ - 
+$ - 
+$28,097 
+$443,576 
+1 The amounts shown in this column reflect payments made pursuant to the Officers’ Performance Compensation Plan. 
+2 The amounts shown reflect the dollar amounts recognized for financial statement reporting purposes with respect to fiscal year 2007 in accordance with SFAS No. 123(R). A discussion of the assumptions used in calculating these values may be found in Note 8 (b) on page 63 to Company’s Annual Report on Form 10-K filed November 30, 2007. 
+3 See All Other Compensation chart below for amounts, which includes certain Company contributions, perquisites and other personal benefits. 
+William J. 
+Motto 
+Melissa A. 
+Lueke 
+John A. 
+Kraeutler 
+Antonio A. 
+Interno 
+Richard L. 
+Eberly 
+Retirement Contributions 
+$12,158 
+$12,079 
+$12,158 
+$15,892 
+$14,967 
+Auto Lease / Auto Allowance 
+18,919 
+6,000 
+15,798 
+26,584 
+12,000 
+Financial and Tax Planning 
+60,000 
+2,799 
+14,969 
+- 
+1,130 
+Totals 
+$91,077 
+$20,878 
+$42,925 
+$42,476 
+$28,097 
+4 Mr. Interno’s salary and bonus were €266,001 and €166,250, respectively in 2007. All conversions were made at the average exchange rate for fiscal 2007. 
+31 
+GRANTS OF PLAN-BASED AWARDS 
+Name 
+Grant Date 
+Estimated Future Payouts Under Non- 
+Equity Incentive Plan Awards 
+Estimated Future Payouts Under 
+Equity Incentive Plan Awards 
+All other 
+Stock 
+Awards: 
+Number of 
+Shares of 
+Stock or 
+Units (#) 
+All other 
+Option 
+Awards: 
+Number 
+of 
+Securities 
+Underlying 
+Options 
+(#) 1 
+Exercise of 
+Base Price 
+of Option 
+Awards 
+($/Sh) 
+Grant Date Fair 
+Value of Stock 
+and Option 
+Awards 2 
+Threshold ($) 
+Target ($) 
+Max ($) 
+Threshold ($) 
+Target ($) 
+Max ($) 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+(f) 
+(g) 
+(h) 
+(i) 
+(j) 
+(k) 
+(l) 
+William J. Motto 
+11/15/06 
+- 
+- 
+- 
+- 
+- 
+- 
+- 
+15,750 
+$16.554 
+$109,666 
+Melissa A. Lueke 
+11/15/06 
+- 
+- 
+- 
+- 
+- 
+- 
+- 
+15,750 
+$16.554 
+$70,277 
+John A. Kraeutler 
+11/15/06 
+- 
+- 
+- 
+- 
+- 
+- 
+- 
+15,750 
+$16.554 
+$109,666 
+Antonio A. Interno 
+11/15/06 
+- 
+- 
+- 
+- 
+- 
+- 
+- 
+15,750 
+$16.554 
+$109,666 
+Richard L. Eberly 
+11/15/06 
+- 
+- 
+- 
+- 
+- 
+- 
+- 
+15,750 
+$16.554 
+$70,277 
+1 Stock option awards have a ten-year term and vest in three equal annual installments, starting with the earnings release indicating that performance targets were met. 
+2 The amounts shown reflect the dollar amounts to be recognized for financial statement reporting purposes in accordance with SFAS No. 123(R). A discussion of the assumptions used in calculating these values may be found in Note 8 (b) on page 63 to Company’s Annual Report on Form 10-K filed November 30, 2007. 
+Outstanding Equity Awards at Fiscal Year-End 
+The following table provides information on the current holdings of stock option awards by the NEOs under Meridian’s 2004 Equity Compensation and 1996 Stock Option Plans. The columns related to stock awards have been deleted because there are no outstanding stock awards held by any of the NEOs. 
+Under the Company’s stock option plans, general stock option awards have a ten-year term and vest in four equal annual installments from the date of grant. The Company’s performance-based options, if earned, vest in three equal annual installments, beginning on the date of the earnings release indicating that performance targets were met for the period. 
+32 
+Name 
+Number of 
+Securities 
+Underlying 
+Unexercised 
+Option (#) 
+Exercisable 
+Number of 
+Securities 
+Underlying 
+Unexercised 
+Option (#) 
+Unexercisable 
+Equity Incentive 
+Plan Awards: 
+Number of 
+Securities 
+Underlying 
+Unexercised 
+Unearned Options 
+(#) 
+Option 
+Exercise 
+Price ($) 
+Option Grant 
+Date 
+Option 
+Expiration Date 
+William J. Motto 
+- 
+113,063 4 
+- 
+$2.090 
+10/01/2001 
+09/30/2011 
+7,988 1 
+- 
+- 
+$2.800 
+11/19/2002 
+11/19/2012 
+15,750 2 
+- 
+- 
+$4.525 
+12/02/2003 
+12/02/2013 
+10,500 2 
+5,250 2 
+- 
+$7.280 
+12/07/2004 
+12/07/2014 
+5,250 2 
+10,500 2 
+- 
+$14.007 
+11/10/2005 
+11/10/2015 
+- 
+15,750 2 
+- 
+$16.554 
+11/15/2006 
+11/15/2016 
+Melissa A. Lueke 
+- 
+22,500 4 
+- 
+$2.090 
+10/01/2001 
+09/30/2011 
+5,250 2 
+- 
+- 
+$4.525 
+12/02/2003 
+12/02/2013 
+5,250 2 
+5,250 2 
+- 
+$7.280 
+12/07/2004 
+12/07/2014 
+5,250 2 
+10,500 2 
+- 
+$14.007 
+11/10/2005 
+11/10/2015 
+- 
+15,750 2 
+- 
+$16.554 
+11/15/2006 
+11/15/2016 
+John A. Kraeutler 
+25,312 6 
+- 
+- 
+$5.556 
+04/22/1998 
+04/21/2008 
+16,875 5 
+- 
+- 
+$5.556 
+04/22/1998 
+04/21/2008 
+56,250 3 
+- 
+- 
+$3.000 
+10/30/1998 
+09/30/2008 
+28,125 3 
+- 
+- 
+$3.195 
+11/16/2000 
+11/15/2010 
+- 
+123,751 4 
+- 
+$2.090 
+10/01/2001 
+09/30/2011 
+35,550 1 
+- 
+- 
+$2.800 
+11/19/2002 
+11/19/2012 
+5,250 2 
+- 
+- 
+$4.525 
+12/02/2003 
+12/02/2013 
+5,250 2 
+5,250 2 
+- 
+$7.280 
+12/07/2004 
+12/07/2014 
+5,250 2 
+10,500 2 
+- 
+$14.007 
+11/10/2005 
+11/10/2015 
+- 
+15,750 2 
+- 
+$16.554 
+11/15/2006 
+11/15/2016 
+Antonio A. Interno 
+- 
+22,500 4 
+- 
+$2.090 
+10/01/2001 
+09/30/2011 
+- 
+5,250 2 
+- 
+$7.280 
+12/07/2004 
+12/07/2014 
+- 
+10,500 2 
+- 
+$14.007 
+11/10/2005 
+11/10/2015 
+- 
+15,750 2 
+- 
+$16.554 
+11/15/2006 
+11/15/2016 
+Richard L. Eberly 
+- 
+22,500 4 
+- 
+$2.090 
+10/01/2001 
+09/30/2011 
+5,250 2 
+- 
+- 
+$4.525 
+12/02/2003 
+12/02/2013 
+5,250 2 
+5,250 2 
+- 
+$7.280 
+12/07/2004 
+12/07/2014 
+5,250 2 
+10,500 2 
+- 
+$14.007 
+11/10/2005 
+11/10/2015 
+- 
+15,750 2 
+- 
+$16.554 
+11/15/2006 
+11/15/2016 
+1 Options vested on 12/31/2003. 
+2 Options vest in three equal annual installments beginning one year from public earnings release date for the fiscal year ending immediately following the grant date, indicating that performance targets were met, occurring approximately one year from date of grant. 
+3 Options vested in four equal annual installments beginning one year from the date of grant. 
+4 Options vest on 10/01/2010. 
+5 Options vested on 04/22/2002. 
+6 Options vested in three equal annual installments beginning on 04/22/1999. 
+33 
+OPTION EXERCISES AND STOCK VESTED 
+Option Awards 
+Stock Awards 
+Name 
+Number of Shares 
+Acquired on 
+Exercise (#) 
+Value Realized on 
+Exercise ($) 1 
+Number of 
+Shares Acquired 
+on Vesting (#) 
+Value Realized 
+On Vesting ($) 
+(a) 
+(b) 
+(c) 
+(d) 
+(e) 
+William J. Motto 
+- 
+$ - 
+- 
+- 
+Melissa A. Lueke 
+41,063 
+$637,450 
+- 
+- 
+John A. Kraeutler 
+115,200 
+$1,983,006 
+- 
+- 
+Antonio A. Interno 
+10,500 
+$114,287 
+- 
+- 
+Richard L. Eberly 
+10,500 
+$134,447 
+- 
+- 
+1 Amounts reflect the difference between the exercise price of the option and the market price at the time of exercise. 
+NONQUALIFIED DEFERRED COMPENSATION 
+The following table sets forth, for each of the NEOs, certain information concerning nonqualified deferred compensation for fiscal 2007. 
+Name 
+Executive 
+Contributions 
+during FY 
+2007 
+Registrant 
+Contributions 
+during FY 2007 
+Aggregate 
+Earnings during 
+FY 2007 
+Aggregate 
+Withdrawals / 
+Distributions 
+Aggregate Balance 
+at 09/30/2007 
+William J. Motto 
+- 
+- 
+- 
+- 
+- 
+Melissa A. Lueke 
+- 
+- 
+- 
+- 
+- 
+John A. Kraeutler 
+- 
+18,120 
+- 
+- 
+211,757 
+Antonio A. Interno 
+- 
+- 
+- 
+- 
+- 
+Richard L. Eberly 
+- 
+- 
+- 
+- 
+- 
+Our 401(k) Savings Plan (“401(k) Plan”) allows all US 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 5 years. Participants are entitled to direct the investment of their accounts among various mutual funds selected by the Company’s 
+34 
+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. 
+Antonio A. Interno, senior Vice President, President and Managing Director of our European operations, is a non-US employee. Mr. Interno receives a profit sharing allocation that is commensurate with amounts received by executive officers who are US employees and participate in our 401(k) Plan. Mr. Interno also receives retirement contributions based on amounts contributed by Meridian Bioscience Europe srl pursuant to the Italian government pension system, INPS. The amount of such contribution was $10,633 for fiscal 2007. 
+A salary continuation agreement with John A. Kraeutler allows the Company to contribute amounts above the IRS limit. This agreement provides additional compensation after retirement or separation from the Company under certain circumstances and is funded by a life insurance policy with premiums paid by the Company. Mr. Kraeutler’s benefit is limited to the cash surrender value of the policy. 
+POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE-IN-CONTROL 
+In the case of a disability, Meridian is obligated to pay Mr. 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. 
+Mr. Kraeutler and Meridian are parties to an employment agreement dated February 15, 2001 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 3-year average annual performance bonus upon the occurrence of certain events, including a change in control of Meridian. In the case of disability, Meridian is obligated to pay Mr. Kraeutler 100% of his base and performance compensation, averaged from the three preceding fiscal years, until age 65. The agreement was effective for a period of 36 months commencing February 15, 2001, automatically extending each day for additional 36-month periods until either party terminates the agreement. 
+Had a change in control occurred on September 30, 2007, Mr. Kraeutler would have been entitled to the following under the agreement: 
+Salary 
+$1,080,624 
+Annual Performance Bonus 
+1,090,265 
+Total Payment 
+$2,170,889 
+35 
+DIRECTOR COMPENSATION 
+For 2007, non-employee directors of Meridian receive $22,000 per year for serving as a directors and as members of committees of the Board. They also receive $1,500 for each meeting of the Board and $1,000 for each committee meeting attended. They receive $750 for each Board meeting and $500 for each committee meeting held by telephone. The Audit Committee Chairman receives an additional $8,000 annually and the Compensation Committee Chairman receives an additional $3,000 annually. The Board Secretary receives an additional $1,000 for serving at each meeting of a committee of which he is not a member. Each non-employee director is also granted a non-qualified option to purchase 7,500 common shares at the time of election or re-election to the Board of Directors, with the exercise price being the closing sale price on Nasdaq reported on the date of grant. Directors who are employees of Meridian are
+not separately compensated for serving as directors. 
+The following table provides information on compensation related to fiscal 2007 for non-employee directors who served during fiscal 2007. 
+Name (1) 
+Fees 
+Earned 
+or 
+Paid in 
+Cash 
+($) 
+Stock 
+Awards 
+($) 
+Option 
+Awards 
+($) 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 A. Buzard 
+$37,000 
+- 
+$53,602 
+- 
+- 
+- 
+$90,602 
+Gary P. Kreider 
+$41,000 
+- 
+$53,602 
+- 
+- 
+- 
+$94,602 
+David C. Phillips 
+$45,000 
+- 
+$53,602 
+- 
+- 
+- 
+$98,602 
+Robert J. Ready 
+$36,000 
+- 
+$53,602 
+- 
+- 
+- 
+$89,602 
+1 The amounts shown reflect the dollar amounts recognized for financial statement reporting purposes with respect to fiscal year 2007 in accordance with SFAS No. 123(R). A discussion of the assumptions used in calculating these values may be found in Note 8 (b) on page 63 to Company’s Annual Report on Form 10-K filed November 30, 2007. 
+On November 14, 2007, the Compensation Committee increased beginning 2008 the annual retainer for non-employee Board members to $30,000. 
+SHAREHOLDER PROPOSALS FOR NEXT YEAR 
+The deadline for shareholder proposals to be included in the Proxy Statement for next year’s meeting is August 19, 2008. 
+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 2008 Annual Shareholders’ Meeting, it must be received prior to November 4, 2008. If there is a change in the anticipated date of next year’s 
+36 
+annual meeting or these deadlines by more than 30 days, we will notify you of this change through our Form 10-Q filings. 
+Meridian’s Code of Regulations provides that only persons nominated by an officer, director or in writing by a shareholder at least 5 days prior to the meeting at which directors are to be selected shall be eligible for election and that shareholder proposals be presented at least 15 days prior to the meeting. 
+QUESTIONS? 
+If you have questions or need more information about the annual meeting, write to: 
+Melissa Lueke, 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 the Computershare Shareholder Services at (888) 294-8217. 
+37 
+ANNEX A 
+AMENDMENT TO AMENDED CODE OF REGULATIONS 
+ARTICLE X 
+Amendments 
+This Code of Regulations of the Corporation (and as it may be amended from time to time) may be amended or added to by the affirmative vote or the written consent of the Shareholders of record entitled to exercise a majority of the voting power on such proposal or by the directors to the extent permitted by the Ohio Revised Code ; provided, however, that if an amendment or addition is adopted by written consent without a meeting of the Shareholders, it shall be the duty of the Secretary to enter the amendment or addition in the records of the Corporation, and to mail a copy of such amendment or addition to each Shareholder of record who would be entitled to vote thereon and did not participate in the adoption thereof. 
+A-1 
+ANNEX B 
+AMENDMENT FOR 2004 EQUITY COMPENSATION PLAN 
+4.1 Common Stock . Subject to adjustment as provided in Section 4.2, the number of Common Shares which may be issued under this Plan shall not exceed 975,000 3,000,000 Common Shares. If any Award granted under this Plan shall expire, terminate or be canceled for any reason without having been exercised in full, the number of shares of Common Shares not acquired that are subject to such Award shall again be available for future grants. The Committee may make such other determinations regarding the counting of shares of Common Shares issued pursuant to this Plan as it deems necessary or advisable, provided that such determinations shall be permitted by law. Common Stock underlying a
+canceled Stock Option shall be counted against the maximum number of Common Shares for which Stock Options may be granted to an Eligible Employee or Advisor. The repricing of Stock Options shall be strictly prohibited under this Plan. 
+B-1 
+o 
+Mark this box with an X if you have made
+changes to your name or address details above. 
+Annual Meeting Proxy Card 
+A 
+Election of Directors 
+1. 
+Authority to elect as directors the six nominees listed below.
+The Board of Directors recommends a vote FOR the listed nominees. 
+For Withhold
+For Withhold 
+01 — JAMES A. BUZARD
+o o 
+04 — WILLIAM J. MOTTO
+o o 
+For Withhold
+For Withhold 
+02 — JOHN A. KRAEUTLER
+o o 
+05 — DAVID C. PHILLIPS
+o o 
+For Withhold
+For Withhold 
+03 — GARY P. KREIDER
+o o 
+06 — ROBERT J. READY
+o o 
+B 
+Issues 
+The Board of Directors recommends a
+vote FOR the following proposals. 
+2.
+To ratify the appointment of Grant Thornton LLP as Meridian’s independent registered public accounting firm for fiscal 2008.
+For Against Abstain 
+o o 
+o 
+3.
+To amend the Company’s Amended Code of Regulations to allow the Board of Directors to amend such regulations without shareholder approval in certain circumstances.
+For Against Abstain 
+o o o 
+4.
+To amend Meridian’s 2004 Equity Compensation Plan, amended and restated through January 19, 2006, to provide 1,537,500 additional common shares available for issuance.
+For Against Abstain 
+o o o 
+C 
+Authorized Signatures — Sign Here — This section must be completed for your instructions to be executed. 
+NOTE: Please sign exactly as name(s) appear(s) hereon, indicating, where proper, official position
+or representative capacity. All joint 
+holders must sign.
+Signature 1 — Please keep signature within the box
+Signature 2 — Please keep signature within the box
+Date (mm/dd/yyyy) 
+Proxy – Company Name 
+THIS PROXY IS SUBMITTED ON BEHALF OF THE BOARD OF DIRECTORS 
+The undersigned hereby appoints WILLIAM J. MOTTO 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
+22, 2008 at 3:00 p.m. at Holiday Inn, 4501 Eastgate Boulevard, Cincinnati, Ohio and any
+postponement or adjournment of such Annual Meeting.
+THE PROXY WILL BE VOTED AS RECOMMENDED BY THE BOARD OF DIRECTORS UNLESS A CONTRARY CHOICE IS
+SPECIFIED.
+(This proxy is continued and is to be signed on the reverse side.)
+THANK YOU FOR VOTING

raw/proxies/0000794172/0001145443-07-003870/proxy_rpt.txt

@@ -0,0 +1,7 @@
+CERTAIN RELATED PERSON TRANSACTIONS 
+Todd Motto, the adult son of William J. Motto, is Vice President, Sales and Marketing. Todd Motto received $343,311 in compensation for fiscal 2007. This compensation consisted of base salary of $168,273, bonus of $131,254 under the Officers’ Performance Compensation 
+21 
+Plan, $8,834 of auto and professional allowances, $11,972 of retirement plan contributions, and $22,978 related to stock option awards. 
+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 (vi) the overall fairness of the transaction to the Company. While the Company adheres to this policy for potential related person transactions, the
+policy, except as described above, is not in written form and approval of such related person transactions are evidenced by internal Company resolutions where applicable and/or our practice of approving transactions in this manner.

raw/proxies/0000794172/0001193125-11-340406/proxy_rpt.txt

@@ -0,0 +1,13 @@
+TRANSACTIONS WITH RELATED PERSONS 
+During fiscal 2011, Todd Motto, the adult son of William J. Motto, served as Business Development Coordinator, receiving $125,048 in compensation for
+fiscal 2011. This compensation consisted of $110,256 of base salary, $2,000 of auto and professional allowances, $8,992 of retirement plan contributions, and $3,800 for dividends on restricted stock granted under the 2004 Plan. Effective
+October 1, 2011, Todd Motto provides business development services on a limited basis at a rate of $250 per hour, primarily to wrap up projects he previously had in process. 
+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.