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OraSure Technologies (NASDAQ: OSUR) OKs more equity awards and board declassification

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

OraSure Technologies, Inc. held its 2026 annual stockholder meeting, where stockholders approved an amendment and restatement of the 2000 Stock Award Plan to add authorization for 5,000,000 additional shares of common stock for awards. Stockholders also approved an amendment to the Certificate of Incorporation to declassify the board of directors over three years beginning with the fiscal 2027 annual meeting, so directors standing for election then and thereafter will serve one-year terms.

All three Class II director nominees were elected, Grant Thornton LLP was ratified as independent auditor for 2026, and the advisory vote on executive compensation passed. As of the April 10, 2026 record date, there were 71,965,612 shares of common stock outstanding.

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Insights

OraSure shareholders backed more equity awards and a move to annual board elections.

Stockholders approved adding authorization for 5,000,000 more shares to the 2000 Stock Award Plan, expanding the pool available for employee and director equity incentives. This can support retention and alignment through stock-based compensation as described in the company’s proxy materials.

They also approved a Certificate of Incorporation amendment to declassify the board over three years starting with the fiscal 2027 annual meeting, shifting to one-year terms for directors up for election. The advisory vote on executive pay and auditor ratification both passed, indicating general support for current governance and compensation practices.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New stock award authorization 5,000,000 shares Increase in shares authorized under 2000 Stock Award Plan
Shares outstanding 71,965,612 shares Common stock outstanding as of April 10, 2026 record date
Say-on-pay support 45,225,131 votes for Advisory executive compensation vote at 2026 annual meeting
Auditor ratification support 59,891,739 votes for Grant Thornton LLP ratified as 2026 independent auditor
Stock plan amendment vote 57,055,163 votes for Approval of amended and restated Stock Award Plan
Board declassification vote 49,125,748 votes for Amendment to declassify board and clarify charter
Stock Award Plan financial
"approved an amendment and restatement of the OraSure Technologies, Inc. 2000 Stock Award Plan"
A stock award plan is a company program that gives employees, executives or board members shares or the right to shares as part of their pay, usually becoming theirs over time or when certain goals are met. Investors care because these awards can change how many shares exist (dilution), signal how management is being motivated, and affect future earnings per share—think of it as paying staff with future slices of the company’s pie to align incentives.
declassify the Company’s board of directors regulatory
"approved an amendment ... to declassify the Company’s board of directors over a three-year period"
Certificate of Amendment regulatory
"the Company filed a Certificate of Amendment to the Company’s Certificate of Incorporation"
A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.
Advisory (Non-Binding) Vote financial
"ITEM 3. Advisory (Non-Binding) Vote to Approve the Resolution on the Company’s Executive Compensation"
broker non-votes financial
"Votes For | Votes Against | Abstentions | Broker Non-Votes"
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.
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Understanding 8-K Material Events →
FALSE000111646312/3100011164632026-06-032026-06-03

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): June 3, 2026    
OraSure Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
001-16537
36-4370966
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
220 East First Street
Bethlehem, Pennsylvania
18015-1360
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: 610-882-1820
N/A
(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
Symbol(s)
Name of each exchange on which registered
Common Stock, $0.000001 par value per share
OSUR
The Nasdaq Stock Market LLC
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by a 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 o
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. o



Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 3, 2026, at the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of OraSure Technologies, Inc. (the “Company”), the stockholders of the Company approved an amendment and restatement of the OraSure Technologies, Inc. 2000 Stock Award Plan (the “Stock Award Plan”) to increase the number of shares of common stock authorized for grant thereunder by 5,000,000 shares.

A detailed summary of the material features of the Stock Award Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the U.S. Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”) under the caption “ Proposals Requiring Your Vote - Proposal No. 4. Amendment and Restatement of Stock Award Plan,” which description is incorporated herein by reference.

The descriptions of the Stock Award Plan contained herein and in the Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the Stock Award Plan, which is attached hereto as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

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. The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On June 3, 2026, the Company held its Annual Meeting virtually. As of April 10, 2026, the record date for the Annual Meeting, there were 71,965,612 outstanding shares of the Company’s common stock. The following is a summary of the items considered by stockholders and the corresponding voting results at the Annual Meeting:

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. Bertrand47,822,1393,366,544278,47710,579,208
Steven K. Boyd
48,806,8722,596,46863,82010,579,208
Robert W. McMahon
47,770,7683,583,027113,36510,579,208

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
59,891,7392,143,24411,385





ITEM 3. Advisory (Non-Binding) Vote to Approve the Resolution on the Company’s Executive Compensation.

Votes For
Votes Against
Abstentions
Broker Non-Votes
45,225,1316,179,09062,93910,579,208

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
57,055,1634,796,974194,2310

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
49,125,7482,223,960117,45210,579,208

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed herewith:
Exhibit Number
Description
3.1
Certificate of Amendment to the Company’s Certificate of Incorporation
10.1
Amended and Restated OraSure Technologies, Inc. 2000 Stock Award Plan.
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ORASURE TECHNOLOGIES, INC.
Date: June 3, 2026By:/s/ Carrie Eglinton Manner
Carrie Eglinton Manner
President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did OraSure Technologies (OSUR) stockholders approve for the 2000 Stock Award Plan?

OraSure stockholders approved an amendment and restatement of the 2000 Stock Award Plan to increase shares authorized for grant by 5,000,000 shares. This expands the company’s capacity to issue stock-based awards to employees and directors under the plan.

How is OraSure Technologies (OSUR) changing its board structure?

Stockholders approved an amendment to declassify OraSure’s board over a three-year period beginning with the fiscal 2027 annual meeting. From that meeting onward, directors up for election will stand for one-year terms until successors are elected or they leave office.

How many OraSure Technologies (OSUR) shares were outstanding for the 2026 meeting?

As of the April 10, 2026 record date for the annual meeting, OraSure had 71,965,612 shares of common stock outstanding. This figure determined which stockholders were entitled to vote on the proposals presented.

What was the vote on OraSure Technologies’ (OSUR) executive compensation resolution?

The advisory, non-binding vote on OraSure’s executive compensation received 45,225,131 votes for, 6,179,090 against, and 62,939 abstentions, with 10,579,208 broker non-votes. Stockholders therefore approved the executive pay resolution on an advisory basis.

Did OraSure Technologies (OSUR) stockholders ratify the independent auditor for 2026?

Yes. Stockholders ratified Grant Thornton LLP as OraSure’s independent registered public accounting firm for fiscal year 2026, with 59,891,739 votes for, 2,143,244 against, and 11,385 abstentions recorded on the proposal.

What were the results for declassifying OraSure Technologies’ (OSUR) board?

The amendment to declassify the board and add clarifying changes received 49,125,748 votes for, 2,223,960 against, and 117,452 abstentions, with 10,579,208 broker non-votes. Stockholders thereby approved the Certificate of Incorporation amendment.

Where can investors find the full text of OraSure’s amended Stock Award Plan?

The complete amended and restated OraSure Technologies, Inc. 2000 Stock Award Plan is filed as Exhibit 10.1 to the current report. The company’s proxy statement also includes a detailed summary of key plan features for stockholders.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

Other Documents