--- schema_version: "secwatch.filing_event.v1" accession: "0001116463-26-000043" form_type: "8-K" ticker: "OSUR" cik: "0001116463" company_name: "ORASURE TECHNOLOGIES INC" filed_at: "2026-06-03T20:32:44+00:00" generated_at: "2026-06-03T21:01:06.568454+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.4 confidence: "high" source: SEC EDGAR --- # OraSure stockholders approve board declassification and 5M share increase in stock plan ## Summary - Stockholders approved 5M share increase to Stock Award Plan; total authorized shares now 6,982,477. - Board declassification approved; transition to annual director elections over three years starting FY2027. - Three Class II directors (Bertrand, Boyd, McMahon) elected with >47M votes each. - Advisory 'say-on-pay' vote passed with ~45M for, ~6M against; Grant Thornton ratified as auditor. ## SEC filing metadata - accession: 0001116463-26-000043 - form_type: 8-K - ticker: OSUR - cik: 0001116463 - company_name: ORASURE TECHNOLOGIES INC - filed_at: 2026-06-03T20:32:44+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.4 - confidence: high - sec_items: 5.02, 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/0001116463-26-000043-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/osur-20260603.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001116463-26-000043 - JSON: https://secwatch.observer/filing/0001116463-26-000043.json - Plain text: https://secwatch.observer/filing/0001116463-26-000043.txt ## Key facts - Governance Changes ORASURE TECHNOLOGIES INC: Amendment to declassify the board of directors over a three-year period beginning at the fiscal 2027 annual meeting, so that all directors will be elected annually (effective 2026-06-03). - Change: charter amendment - Effective: 2026-06-03 source text: 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 declassify the Company’s board of directors (the “Board of Directors”) over a three-year period, beginning at the fiscal 2027 annual meeting of stockholders, such that from and after the fiscal 2027 annual meeting, all directors who are up for election at an annual meeting of stockholders will be elected to serve for a term of one year and until such directors’ successors are duly elected and qualified or until such directors’ earlier death, resignation or removal. On June 3, 2026, 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/0001116463-26-000043-index.htm - Shareholder Votes ORASURE TECHNOLOGIES INC shareholders approved Election of Three Class II Directors for Terms Ending in 2029 at the 2026-06-03 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-03 source text: ITEM 1 . Election of Three (3) Class II Directors for Terms Ending in 2029. NAME Votes For Votes Against Abstentions Broker Non-Votes John D. Bertrand 47,822,139 3,366,544 278,477 10,579,208 Steven K. Boyd 48,806,872 2,596,468 63,820 10,579,208 Robert W. McMahon 47,770,768 3,583,027 113,365 10,579,208 evidence_url: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/0001116463-26-000043-index.htm - Shareholder Votes ORASURE TECHNOLOGIES INC shareholders approved Approval of an Amendment and Restatement of the Stock Award Plan to Increase the Shares Authorized For Issuance Thereunder at the 2026-06-03 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2026-06-03 source text: ITEM 4 . 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 57,055,163 4,796,974 194,231 0 evidence_url: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/0001116463-26-000043-index.htm - Shareholder Votes ORASURE TECHNOLOGIES INC shareholders approved Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors and Add Certain Clarifying Changes at the 2026-06-03 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2026-06-03 source text: ITEM 5 . Amendment to the Company’s Certificate of Incorporation to Declassify the Board of Directors and Add Certain Clarifying Changes Votes For Votes Against Abstentions Broker Non-Votes 49,125,748 2,223,960 117,452 10,579,208 evidence_url: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/0001116463-26-000043-index.htm - Shareholder Votes ORASURE TECHNOLOGIES INC shareholders approved Advisory (Non-Binding) Vote to Approve the Resolution on the Company’s Executive Compensation at the 2026-06-03 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-03 source text: ITEM 3. Advisory (Non-Binding) Vote to Approve the Resolution on the Company’s Executive Compensation. Votes For Votes Against Abstentions Broker Non-Votes 45,225,131 6,179,090 62,939 10,579,208 evidence_url: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/0001116463-26-000043-index.htm - Shareholder Votes ORASURE TECHNOLOGIES INC shareholders approved Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026 at the 2026-06-03 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-03 source text: ITEM 2 . Ratification of the Appointment of Grant Thornton LLP as the Company’s Independent Registered Public Accounting Firm for Fiscal Year 2026. Votes For Votes Against Abstentions 59,891,739 2,143,244 11,385 evidence_url: https://www.sec.gov/Archives/edgar/data/1116463/000111646326000043/0001116463-26-000043-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.