OraSure Technologies Elects New Directors, Amends Bylaws

TL;DR

OraSure board shakeup: new chair, exec comp changes, and shareholder votes incoming.

AI Summary

On May 14, 2024, OraSure Technologies, Inc. filed an 8-K report detailing several key events. The company announced the election of new directors, including the appointment of Dr. Elizabeth E. Johnsen as Chair of the Board, and changes to its executive compensation arrangements. Additionally, the filing addresses amendments to its articles of incorporation and bylaws, and the submission of matters to a vote of security holders.

Why It Matters

Changes in board composition and governance can signal shifts in company strategy or management focus, potentially impacting future performance and shareholder value.

Risk Assessment

Risk Level: medium — Changes in board leadership and governance can introduce uncertainty regarding future strategic direction and operational execution.

Key Players & Entities

• OraSure Technologies, Inc. (company) — Registrant
• Dr. Elizabeth E. Johnsen (person) — Appointed Chair of the Board
• May 14, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.000001 — nge on which registered Common Stock, $0.000001 par value per share OSUR The NASDAQ S

Filing Documents

• osur-20240514.htm (8-K) — 51KB
• ex31orasure-certificateofa.htm (EX-3.1) — 13KB
• ex101_amendedandrestatedst.htm (EX-10.1) — 141KB
• 0001628280-24-024025.txt ( ) — 358KB
• osur-20240514.xsd (EX-101.SCH) — 2KB
• osur-20240514_lab.xml (EX-101.LAB) — 22KB
• osur-20240514_pre.xml (EX-101.PRE) — 13KB
• osur-20240514_htm.xml (XML) — 3KB

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year As further described in Item 5.07 to this Current Report on Form 8-K, at the Annual Meeting, the stockholders of the Company approved an amendment (the "Amendment") to the Company's Certificate of Incorporation to limit the liability of certain officers of the Company as permitted by recent amendments to Delaware law. On May 16, 2024, the Company filed a Certificate of Amendment to the Company's Certificate of Incorporation (the "Certificate of Amendment") with the Secretary of State of the State of Delaware and the Certificate of Amendment became effective on filing. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On May 14, 2024, the Company held its Annual Meeting virtually. As of March 22, 2024, the record date for the Annual Meeting, there were 76,509,975 outstanding shares of the Company's common stock. The following is a summary of the items considered by stockholders and the corresponding voting results at the Annual Meeting:

. Election of two Class III Directors for Terms Ending in 2027

ITEM 1 . Election of two Class III Directors for Terms Ending in 2027. NAME Votes For Votes Against Abstentions Broker Non-Votes Nancy J. Gagliano, M.D. 57,243,711 4,832,639 46,575 5,007,157 Lelio Marmora 57,332,773 4,732,865 57,287 5,007,157 ITEM 2 . Ratification of the Appointment of Grant Thornton LLP as the Company's Independent Registered Public Accounting Firm for Fiscal Year 2024. Votes For Votes Against Abstentions 64,912,239 2,158,172 59,671

Advisory (Non-Binding) Vote to Approve the Resolution on the Company's Executive Compensation

ITEM 3. Advisory (Non-Binding) Vote to Approve the Resolution on the Company's Executive Compensation. Votes For Votes Against Abstentions Broker Non-Votes 57,538,779 4,472,675 111,471 5,007,157

. Approval of an amendment to the Company's Certificate of Incorporation

ITEM 4 . Approval of an amendment to the Company's Certificate of Incorporation. Votes For Votes Against Abstentions Broker Non-Votes 54,132,675 7,945,995 44,255 5,007,157 ITEM 5 . Approval of an Amendment and Restatement of the Stock Award Plan to Increase the Shares Authorized for Issuance Thereunder. Votes For Votes Against Abstentions Broker Non-Votes 56,999,751 5,034,883 88,291 5,007,157 ITEM 6 . Approval to Adjourn the Annual Meeting to a Later Date or Dates, If Necessary or Appropriate, to Permit Further Solicitation and Vote of Proxies in the Event That There are Insufficient Votes for, or Otherwise, in Connection with the Approval of the Foregoing Proposals. Votes For Votes Against Abstentions 50,515,683 16,580,420 33,979 Although Item 6 received sufficient votes to be approved, no motion to adjourn was made because the adjournment of the Annual Meeting was determined not to be necessary or appropriate.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits The following exhibits are being filed herewith: Exhibit Number Description 3.1 Certificate of Amendment to the Company's Certificate of Incorporation 10.1 Amended and Restated OraSure Technologies, Inc. 2000 Stock Award Plan. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) SIGNATURE 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. ORASURE TECHNOLOGIES, INC. Date: May 17, 2024 By: /s/ Carrie Eglinton Manner Carrie Eglinton Manner President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR