biote Corp. (NASDAQ: BTMD) investors back board nominees and Deloitte as 2026 auditor

Rhea-AI Filing Summary

biote Corp. reported the results of its 2026 annual meeting of stockholders. Stockholders elected two Class I directors, Andrew R. Heyer and Dana Jacoby, to serve until the 2029 annual meeting and until their successors are elected and qualified or earlier departure.

Heyer received 22,759,692 votes for and 3,960,800 withheld, while Jacoby received 23,020,635 votes for and 3,699,857 withheld. Stockholders also ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 29,507,419 votes for, 67,387 against, and 7,390 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Votes for Andrew R. Heyer: 22,759,692 votes Votes withheld for Andrew R. Heyer: 3,960,800 votes Votes for Dana Jacoby: 23,020,635 votes +5 more

8 metrics

Votes for Andrew R. Heyer 22,759,692 votes Director election at 2026 annual meeting

Votes withheld for Andrew R. Heyer 3,960,800 votes Director election at 2026 annual meeting

Votes for Dana Jacoby 23,020,635 votes Director election at 2026 annual meeting

Votes withheld for Dana Jacoby 3,699,857 votes Director election at 2026 annual meeting

Broker non-votes on director elections 2,861,704 votes For each Class I director nominee

Votes for Deloitte & Touche LLP 29,507,419 votes Auditor ratification for fiscal year ending December 31, 2026

Votes against Deloitte & Touche LLP 67,387 votes Auditor ratification proposal

Abstentions on auditor ratification 7,390 votes Auditor ratification proposal

Key Terms

Class I directors, broker non-votes, independent registered public accounting firm, annual meeting of stockholders

4 terms

Class I directors financial

"serve as Class I directors until the Company’s 2029 annual meeting of stockholders"

Class I directors are the subset of a company’s board whose terms expire at a specific annual meeting under a staggered election system that divides directors into multiple groups with different re-election years. For investors this matters because staggered classes slow how quickly shareholders can replace the board, affecting takeover risk, governance change and the pace of corporate decisions — like rotating only part of a team instead of swapping everyone at once.

broker non-votes financial

"Broker Non-Votes ------------------------------------------------------------- Andrew R. Heyer"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

annual meeting of stockholders financial

"held its 2026 annual meeting of stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

false 0001819253 0001819253 2026-05-12 2026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 12, 2026

biote Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40128		85-1791125
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1875 W. Walnut Hill Ln #100

Irving, Texas 75038

(Address of principal executive offices, including zip code)

(844) 604-1246

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbols		Name of each exchange on which registered
Class A common stock, par value $0.0001 per share		BTMD		The Nasdaq Stock Market LLC

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2026, biote Corp., a Delaware corporation (the “Company”), held its 2026 annual meeting of stockholders (the “Annual Meeting”).

Below are detailed voting results on each matter voted on which are described in more detail in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”).

Proposal 1: Election of Directors

The Company’s stockholders elected the two individuals listed below to serve as Class I directors until the Company’s 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:

Nominee		For				Withheld				Broker Non-Votes
Andrew R. Heyer			22,759,692				3,960,800				2,861,704
Dana Jacoby			23,020,635				3,699,857				2,861,704

Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

For		Against		Abstain		Broker Non-Votes
29,507,419		67,387		7,390		0

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

biote Corp.
By:		/s/ Bret Christensen
Name:		Bret Christensen
Title:		Chief Executive Officer

Date: May 18, 2026

FAQ

What did biote Corp. (BTMD) announce in this 8-K filing?

biote Corp. reported the results of its 2026 annual stockholders meeting. Shareholders elected two Class I directors and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

Which directors were elected at biote Corp.’s 2026 annual meeting?

Stockholders elected Andrew R. Heyer and Dana Jacoby as Class I directors. They will serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation, or removal.

How many votes did biote Corp. director nominees receive at the 2026 meeting?

Andrew R. Heyer received 22,759,692 votes for and 3,960,800 withheld, with 2,861,704 broker non-votes. Dana Jacoby received 23,020,635 votes for and 3,699,857 withheld, with 2,861,704 broker non-votes, reflecting solid shareholder support for both nominees.

Did biote Corp. (BTMD) stockholders approve the auditor ratification in 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as biote Corp.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 29,507,419 votes for, 67,387 against, 7,390 abstentions, and no broker non-votes reported on this proposal.

What is a Class I director at biote Corp. and how long is the term?

Class I directors are board members serving a staggered term ending at the 2029 annual meeting. At that time, their successors will be elected and qualified, or they may leave earlier through death, resignation, or removal according to corporate governance rules.

Were there any broker non-votes reported for biote Corp.’s 2026 proposals?

Yes. For the director elections, there were 2,861,704 broker non-votes for each nominee. For the auditor ratification proposal, there were zero broker non-votes, meaning brokers were able to vote uninstructed shares on that routine matter.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB