UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20 24, 2021

LOGO

LUMINEX CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	000-30109	74-2747608
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
12212 Technology Blvd., Austin, Texas		78727
(Address of principal executive offices)		(Zip Code)


12212 Technology Blvd., Austin, Texas		78727
(Address of principal executive offices)		(Zip Code)

(512) 219-8020

Registrant’s Telephone Number, Including Area Code

None

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

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

Title of each class		~~Trading Symbol~~TradingSymbol(s)		Name of ~~exchange~~exchangeon on which registered
Common Stock, $0.001 par value		LMNX		The Nasdaq Global Select Market

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

Emerging growth company ☐

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

Item 5 8.0701. ~~Submission~~Other ~~of Matters to a Vote of Security Holders~~Events.

On May 2024, 2021, ~~Luminex~~the ~~Corporation~~waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “~~Company~~HSR Act”), ~~held~~expired ~~its~~in ~~Annual~~connection ~~Meeting~~with the previously announced proposed merger (the “Merger”) of ~~Stockholders~~Diagonal Subsidiary Inc., ~~The~~a ~~matters~~Delaware ~~voted~~corporation ~~upon~~and atwholly owned subsidiary of DiaSorin S.p.A., a società per azioni organized under the ~~meeting~~laws ~~and~~of the ~~results~~Republic of ~~those~~Italy ~~votes~~(“Parent”), ~~were~~with and into Luminex Corporation, a Delaware corporation (the “Company”), with the Company surviving the Merger as ~~follows:~~a wholly owned subsidiary of Parent.

~~Proposal~~The 1expiration –of ~~Election~~the waiting period under the HSR Act satisfies one of ~~Class~~the conditions to the closing of the Merger. The closing of the Merger remains subject to the satisfaction or waiver of the remaining conditions to the Merger set forth in the related Agreement and Plan of Merger (the “Merger Agreement”), dated as of April ~~III~~11, ~~Directors~~2021, by and among the Company, Parent and Merger Sub, including adoption of the Merger Agreement by the Company’s stockholders and the receipt of certain other regulatory approvals.

~~The Company’s stockholders approved the Company’s proposal for the election of two persons nominated by the Company’s Board of Directors for three~~Forward-~~year~~looking ~~terms~~statements ~~as Class III directors, as set forth below:~~

	VotesFor		VotesWithheld		VotesAbstaining		BrokerNon-Votes
Edward A. Ogunro, Ph.D.		33,770,566		1,922,098		389,002		4,469,173
Kevin M. McNamara		33,959,170		1,730,783		391,713		4,469,173

This Current Report on Form 8-K, and the documents to which the Company refers you in this communication, contains not only historical information, but also forward-looking statements made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements represent the Company’s expectations or beliefs concerning future events, including the timing of the transaction and other information relating to the transaction. Forward-looking statements include information concerning possible or assumed future results of operations of the Company, the expected completion and timing of the transaction and other information relating to the transaction. Without limiting the foregoing, the words “believes,” “anticipates,” “plans,” “expects,” “intends,” “forecasts,” “should,” “estimates,” “contemplate,” “future,” “goal,” “potential,” “predict,” “project,” “projection,” “may,” “will,” “could,” “should,” “would,” “assuming” and similar expressions are intended to identify forward-looking statements. You should read statements that contain these words carefully. They discuss the Company’s future expectations or state other forward-looking information and may involve known and unknown risks over which the Company has no control. Those risks include, (i) the risk that the transaction may not be completed in a timely manner or at all, which may adversely affect the Company’s business and the price of the common stock of the Company, (ii) the failure to satisfy the conditions to the consummation of the transaction, including the adoption of the Merger Agreement by the stockholders of the Company and the receipt of regulatory approvals from various governmental entities (including any conditions, limitations or restrictions placed on these approvals) and the risk that one or more governmental entities may deny approval, (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Merger Agreement, (iv) the risk that the definitive Merger Agreement may be terminated in circumstances that require the Company to pay a termination fee; (v) risks regarding the failure to obtain the necessary financing to complete the Merger, (vi) the effect of the announcement or pendency of the transaction on the Company’s business relationships, operating results and business generally, (vii) risks that the proposed transaction disrupts current plans and operations, (viii) risks related to diverting management’s attention from the Company’s ongoing business operations, and (ix) the outcome of any legal proceedings that may be instituted against the Company related to the Merger Agreement or the transaction. Forward-looking statements speak only as of the date of this communication or the date of any document incorporated by reference in this document. Further risks that could cause actual results to differ materially from those matters expressed in or implied by such forward-looking statements are described in the Company’s Securities and Exchange Commission (the “SEC”) reports, including but not limited to the risks described in the Company’s Annual Report on Form 10-K for its fiscal year ended December 31, 2020. Except as required by applicable law or regulation, the Company does not undertake to update these forward-looking statements to reflect future events or circumstances.

~~Proposal~~Additional 2Information –and ~~Advisory~~Where ~~Vote~~ to ~~Approve~~Find ~~Named~~It ~~Executive Officer Compensation~~

~~The~~On ~~Company’s~~May 20, ~~stockholders approved~~2021, onin anconnection ~~advisory~~with ~~basis~~the Merger, the ~~compensation~~Company ofprepared and filed with the SEC a definitive proxy statement for the Company’s ~~named~~stockholders ~~executive~~in ~~officers,~~connection aswith ~~described~~the intransactions ~~the~~contemplated ~~Compensation~~by ~~Discussion~~the ~~and~~Merger ~~Analysis,~~Agreement. ~~executive~~The ~~compensation~~proxy ~~tables~~statement ~~and~~has ~~accompanying~~also ~~narrative~~been ~~disclosures~~mailed into the Company’s ~~Proxy~~stockholders ~~Statement~~of ~~for~~record on the ~~Annual~~record ~~Meeting~~date. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE MERGER THAT THE COMPANY WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE MERGER. The definitive proxy statement, asthe ~~set~~preliminary ~~forth~~proxy ~~below:~~statement and other relevant materials in connection with the Merger, and any other

Votes For		VotesAgainst		VotesAbstaining		BrokerNon-Votes
35,066,432		913,349		101,885		4,469,173

documents filed by the Company with the SEC, may be obtained free of charge at the SEC’s website (http://www.sec.gov) or at the Company’s website luminexcorp.com or by writing to the Company’s Secretary at 12212 Technology Blvd., Austin, Texas 78727.

~~Proposal~~Participants 3in ~~– Approval of~~ the ~~amendment~~Solicitation ~~and restatement of the Luminex Corporation Employee Stock Purchase Plan~~

The Company and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders ~~approved~~with respect to the ~~amendment~~Merger. Information about the Company’s directors and ~~restatement~~executive officers and their ownership of the ~~Luminex~~Company’s ~~Corporation~~common ~~Employee~~stock ~~Stock~~is ~~Purchase~~set ~~Plan~~forth in the proxy statement on Schedule 14A filed with the SEC on March 31, as2021 and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. To the extent that such individual’s holdings of the Company’s common stock have changed since the amounts printed in the Company’s proxy statement, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Information regarding the identity of the potential participants, and their direct or indirect interests in the Merger, by security holdings or otherwise, are set forth ~~below:~~in the proxy statement and other materials filed with SEC in connection with the Merger.

Votes For		VotesAgainst		VotesAbstaining		BrokerNon-Votes
35,983,609		85,345		12,712		4,469,173

Proposal 4 – Approval of the amendment and restatement of the Luminex Corporation 2018 Equity Incentive Plan

The Company’s stockholders approved the amendment and restatement of the Luminex Corporation 2018 Equity Incentive Plan, as set forth below:

Votes For		VotesAgainst		VotesAbstaining		BrokerNon-Votes
33,878,992		2,171,607		31,067		4,469,173

Proposal 5 – Ratification of the appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal 2021

The Company’s stockholders approved the ratification of the appointment by the Company’s Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2021, as set forth below:

Votes For		VotesAgainst		VotesAbstaining		BrokerNon-Votes
39,823,222		700,987		26,630		—

SIGNATURES

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

LUMINEX CORPORATION By: /s/ Harriss T. Currie Harriss T. Currie Chief Financial Officer, Senior Vice President ofofFinance ~~Finance~~ (Principal Financial Officer)

Date: May 2026, 2021

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