OraSure Technologies (OSUR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 3, 2026, and will be held virtually, with shareholders voting on key proposals including director elections, auditor ratification, executive compensation, stock plan amendments, and board declassification.

• 2025 marked the 25th year as a public company, with significant milestones such as FDA submissions for new diagnostic products, operational improvements, and a $40 million share repurchase program, of which $15 million was executed by year-end.

• The company achieved $19 million in annualized cost savings, exited non-strategic businesses, maintained a strong balance sheet with $199 million in cash and no debt, and advanced its innovation pipeline through internal development and acquisitions.

• Net revenue for 2025 was $115 million, reflecting a decline due to reduced COVID-19 testing demand, but operational efficiencies helped maintain gross margins.

Voting matters and shareholder proposals

• Election of three Class II directors for terms expiring in 2029.

• Ratification of Grant Thornton LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Amendment to the Stock Award Plan to add 5,000,000 shares and extend its term by ten years.

• Amendment to declassify the board over three years, moving to annual director elections.

Board of directors and corporate governance

• Board consists of seven directors, majority independent, with regular meetings and strong attendance.

• Proposal to declassify the board in response to shareholder feedback, enhancing accountability.

• Corporate Governance Guidelines and Code of Business Conduct and Ethics are in place and available to shareholders.

• Board committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.

• Board skills matrix and director qualifications are disclosed annually.