biote (BTMD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 13, 2025, with stockholders able to vote and ask questions online.

• Stockholders of record as of March 24, 2025, are eligible to participate and vote.

• The proxy statement and annual report are available online, and voting can be done via internet, phone, or mail.

Voting matters and shareholder proposals

• Two proposals are up for vote: election of two Class III directors (Marc D. Beer and Bret Christensen) and ratification of Deloitte & Touche LLP as independent auditor for 2025.

• The board recommends voting for both director nominees and for the auditor ratification.

• Stockholders may submit proposals for the 2026 meeting by December 3, 2025, and director nominations between January 13 and February 12, 2026.

Board of directors and corporate governance

• The board consists of seven members divided into three classes with staggered three-year terms.

• All directors except the Executive Chairman and CEO are considered independent under Nasdaq rules.

• The board has Audit, Compensation, and Nominating and Corporate Governance Committees, all composed of independent directors.

• The roles of CEO and Executive Chairman are separated, with a lead independent director appointed.

• The board met nine times in 2024; most directors attended at least 75% of meetings.