8-K
filed May 17, 2024, 7:59 PM ET
ticker OSUR
CIK 0001116463
other material
confidence high
sentiment neutral
materiality 0.50
OraSure shareholders approve 3M share increase in stock plan, charter amendment limiting officer liability
ORASURE TECHNOLOGIES INC
- Stockholders approved amendment to 2000 Stock Award Plan to increase authorized shares by 3,000,000; total now up to 5,302,283 shares.
- Certificate of Incorporation amended to limit liability of certain officers as permitted by Delaware law; effective May 16, 2024.
- Class III directors Nancy J. Gagliano and Lelio Marmora elected with ~57.2M and ~57.3M votes for, respectively.
- Grant Thornton LLP ratified as independent auditor for FY2024 with 64.9M votes for; advisory say-on-pay approved with 57.5M for.
- All proposals passed; no adjournment motion needed.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
ORASURE TECHNOLOGIES INC: Amendment to Certificate of Incorporation to limit officer liability, as permitted by recent Delaware law amendments (effective 2024-05-16).
- Change
- charter amendment
- Effective
- 2024-05-16
Exact text from the filing
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.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ORASURE TECHNOLOGIES INC shareholders approved Election of two Class III Directors for Terms Ending in 2027 at the 2024-05-14 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2024-05-14
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
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 2024 at the 2024-05-14 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2024-05-14
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ORASURE TECHNOLOGIES INC shareholders approved Advisory (Non-Binding) Vote to Approve the Resolution on the Company's Executive Compensation at the 2024-05-14 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2024-05-14
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
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 2024-05-14 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2024-05-14
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ORASURE TECHNOLOGIES INC shareholders approved Approval to Adjourn the Annual Meeting to a Later Date or Dates at the 2024-05-14 meeting.
- Outcome
- passed
- Meeting
- 2024-05-14
Exact text from the filing
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
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
ORASURE TECHNOLOGIES INC shareholders approved Approval of an amendment to the Company's Certificate of Incorporation at the 2024-05-14 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2024-05-14
Exact text from the filing
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
View on SEC.gov
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