Revised Proxy Soliciting Materials (Form DEFR14A)
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §
240.14a-12
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No fee required.
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Fee paid previously with preliminary materials.
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules
14a-6(i)(1)
and 0-11.
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1875 W. Walnut Hill Ln, #100
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on
Dear Stockholders of biote Corp.:
On behalf of our Board of Directors (the "Board of Directors" or "Board"), it is our pleasure to invite you to attend the 2025 annual meeting of stockholders (the "Annual Meeting") of biote Corp., a
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To elect two Class III directors, |
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To ratify the appointment of |
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To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. |
The Annual Meeting will be held in a virtual-only meeting format, via live video webcast that will provide stockholders with the ability to attend and participate in the Annual Meeting, vote their shares, and ask questions. Only stockholders of record and beneficial owners of shares of our common stock as of the close of business on
To attend the Annual Meeting, you must visit www.proxydocs.com/BTMD. Upon entry of your control number and other required information, you will receive further instructions via email, that provides you access to the Annual Meeting and to vote and submit questions during the Annual Meeting. As part of the attendance process, you must enter the control number located on your proxy card or voting instruction form. If you are a beneficial owner of shares registered in the name of a broker, bank, or other nominee, you may also need to provide the registered name on your account and the name of your broker, bank, or other nominee as part of the attendance process. The Annual Meeting will begin promptly at
The accompanying proxy statement provides detailed information about the Annual Meeting. We encourage you to read the proxy statement carefully and in its entirety. A complete list of our stockholders of record will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days ending on the day before the Annual Meeting date.
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By Order of the Board of Directors |
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/s/ |
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| Vice President, Business Development, General Counsel and Corporate Secretary |
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
The 2025 Proxy Statement and the Annual Report on Form 10-Kfor the year ended
YOUR VOTE IS IMPORTANT
You will not be able to attend the Annual Meeting in person. Whether or not you expect to virtually attend the Annual Meeting, you are urged to cast your vote as soon as possible. You may vote your shares via the Internet or via a toll-free telephone number by following the instructions on the proxy card or the voting instruction card you received, as applicable. In addition, you can also vote by mail by following the instructions on the proxy card or the voting instruction card. Submitting a proxy or voting instruction card will not prevent you from attending the Annual Meeting and voting electronically, if you so desire. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote electronically at the Annual Meeting, you must obtain a legal proxy from your broker, bank, or other nominee and submit a copy in advance of the Annual Meeting. Even if you plan to attend the Annual Meeting, we recommend that you submit your proxy or voting instructions in advance of the Annual Meeting as described above so that your vote will be counted if you later decide not to attend or are unable to attend the Annual Meeting. Voting in advance of the Annual Meeting will not limit your right to change your vote or to attend the Annual Meeting.
TABLE OF CONTENTS
1875 W. Walnut Hill Ln, #100
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held on
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING
Why have these proxy materials been made available to me?
This proxy statement and the enclosed form of proxy are being furnished in connection with the solicitation of proxies on behalf of the Board of Directors (the "Board of Directors" or "Board") of biote Corp., a
How do I attend and participate in the Annual Meeting?
You are entitled to attend the Annual Meeting only if you were a stockholder at the close of business on
We will be hosting the Annual Meeting via the Internet. You will not be able to attend the Annual Meeting in person. Any stockholder can listen to and participate in the Annual Meeting via live webcast at www.proxydocs.com/BTMD. In order to attend, participate in, or vote electronically during the Annual Meeting, you will need the control number, which is included on your proxy card or voting instruction form, as applicable.
If your shares are held in "street name" and your voting instruction form indicates that you may vote those shares through www.proxydocs.com/BTMD, then you may access and participate in the Annual Meeting with the control number indicated on that voting instruction form received from your broker, bank or other nominee. Instructions on how to attend and participate in the Annual Meeting, including how to demonstrate proof of stock ownership, are posted at www.proxydocs.com/BTMD.
Stockholders may submit questions and comments before and during the Annual Meeting. If you would like to submit a question during the Annual Meeting, you may log in at www.proxydocs.com/BTMD using your control number, type your question into the appropriate box, and click "Submit." During the Annual Meeting, we will spend up to fifteen minutes answering any appropriately submitted stockholder questions that are pertinent to the Company. To the extent time does not allow us to answer all of the appropriately submitted questions, we will answer them in writing on our investor relations website soon after the Annual Meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition.
The Annual Meeting will begin promptly at
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Why is the Company holding the Annual Meeting virtually?
We believe that holding the Annual Meeting in a virtual format enables increased stockholder attendance and participation, while reducing the costs to stockholders and the Company associated with an in-personmeeting. This balance provides us an opportunity to actively engage with all stockholders, regardless of size, resources or physical location while allowing the Annual Meeting to remain focused on matters directly relevant to the interests of stockholders in an efficient way.
What if I have technical difficulties or trouble accessing the Annual Meeting?
Should you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties voting or submitting questions, we will have technicians ready to assist you. Please utilize the link on the Annual Meeting portal website titled "Having trouble? Please view the Meeting Access FAQs Guide" as this will have many FAQs as well as a technical support number that can be called before or during the Annual Meeting.
Will a list of record stockholders as of the Record Date be available?
A complete list of our stockholders as of the Record Date will be available for examination on a reasonably accessible electronic network by any stockholder for any purpose germane to the Annual Meeting for a period of 10 days ending on the day before the Annual Meeting date. If you would like to view the list, please email us at [email protected].
Who can vote at the Annual Meeting?
Only stockholders of record as of the Record Date will be entitled to vote at the Annual Meeting. As of the Record Date, there were 33,073,277 shares of Class A common stock, par value
Stockholder of Record: Shares Registered in Your Name
If, as of the Record Date, your shares were registered directly in your name with our transfer agent,
Beneficial Owner: Shares Registered in the
If, as at the close of business on the Record Date, your shares were held not in your name but rather in an account at a brokerage firm, bank or other nominee, then you are the beneficial owner of shares held in "street name," and the proxy materials are being forwarded to you by your broker, bank or other nominee. The broker, bank or other nominee holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other nominee on how to vote the shares in your account.
How many votes do I have?
On each matter to be voted upon, you have one vote for each share of Class A common stock and each share of Class V common stock you own as of the Record Date. Holders of Class A common stock and Class V common stock will vote together as one class on the two proposals.
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What am I voting on?
There are two proposals scheduled for a vote at the Annual Meeting:
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Proposal 1: Election of two Class III directors, |
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Proposal 2: Ratification of the appointment of |
What are my voting choices and what are the Board's recommendations?
For Proposal 1, you may vote "For" all the nominees to our Board or you may "Withhold" your vote for any nominee you specify. For Proposal 2, you may vote "For" or "Against" or "Abstain" from voting.
The Board recommends that you vote "For" each of the director nominees named in Proposal 1 and "For" Proposal 2.
How do I vote?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record and your shares are registered directly in your name, you may vote:
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Electronically during the Annual Meeting. To vote electronically during the Annual Meeting, access the Annual Meeting by visiting www.proxydocs.com/BTMD, enter your control number found on your proxy card and follow the instructions on how to vote at www.proxydocs.com/BTMD. |
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By Internet. To vote via the Internet, go to www.proxypush.com/BTMD and follow the instructions to submit your vote on an electronic proxy card. You will be asked to provide the Company number and control number from your proxy card. |
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By Telephone. To vote over the telephone, dial toll-free 1-866-648-8133and follow the recorded instructions. You will be asked to provide your control number from your proxy card. |
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Using the Proxy Card. To vote using the proxy card, simply complete, sign and date the proxy card included with your proxy materials and retuit promptly in the envelope provided. If you retuyour signed and dated proxy card to us before the Annual Meeting with your voting selections, we will vote your shares as you direct. |
Beneficial Owner: Shares Registered in the
If you are a beneficial owner of shares registered in the name of your broker, bank or other nominee, you will receive a voting instruction form with these proxy materials containing voting instructions from that organization rather than from us. To vote prior to the Annual Meeting, simply complete and mail the voting instruction form or follow the voting instructions to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. You may access and vote during the Annual Meeting by logging in with your control number on your voting instruction form at www.proxydocs.com/BTMD. However, since you are not the shareholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid legal proxy from your broker, bank or other nominee. Accordingly, if you are a beneficial owner and your shares are held in "street name" by your broker, bank or other nominee, you should contact your bank, broker, or other nominee (preferably at least five days before the Annual Meeting) and obtain a legal proxy in order to be able to vote electronically during the Annual Meeting.
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We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers.
If I am a stockholder of record and I do not vote, or if I retua proxy card or otherwise vote without giving specific voting instructions, what happens?
If you are a stockholder of record and do not vote through the Internet, by telephone, by completing the proxy card that may be delivered to you or electronically during the Annual Meeting, your shares will not be voted.
If you retua signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For" the election of the nominees for director and "For" the ratification of the selection of the
If I am a beneficial owner of shares held in "street name" and I do not provide my broker or bank with voting instructions, what happens?
If you are a beneficial owner of shares held in "street name" and you do not instruct your broker, bank or other nominee how to vote your shares, your broker, bank or other nominee may still be able to vote your shares in its discretion. Under the rules of the
If you are a beneficial owner of shares held in street name, and you do not plan to attend the Annual Meeting, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other nominee by the deadline provided in the materials you receive from your broker, bank or other nominee.
What are "broker non-votes"?
If you are a beneficial owner of shares held in "street name," you will need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker, bank or other nominee to vote your shares. If a beneficial owner of shares held in "street name" does not give instructions to their broker, bank or other nominee, such nominee has discretionary authority to vote such shares with respect to "routine" matters but does not have discretionary authority to vote such shares with respect to "non-routine"matters. For "non-routine"matters for which a broker, bank or other nominee does not have discretionary authority to vote a beneficial owner's shares, the
Since Proposal 1 is considered to be "non-routine"under NYSE rules, we expect broker non-votesto exist with respect to Proposal 1. However, Proposal 2 is considered to be "routine" under NYSE rules, and therefore we do not expect broker non-voteswith respect to Proposal 2.
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Can I revoke or change my vote after submitting my proxy?
Stockholder of Record: Shares Registered in Your Name
If you are a stockholder of record, then yes, you can revoke your proxy and change your vote at any time before the final vote at the Annual Meeting. You may revoke your proxy in any one of the following ways:
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you may submit another properly completed proxy card with a later date; |
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you may grant a subsequent proxy by telephone or via the Internet; |
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you may send a timely written notice that you are revoking your proxy to |
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you may attend the Annual Meeting and vote electronically during the meeting. However, simply attending the Annual Meeting will not, by itself, revoke your proxy. |
Your most current proxy card or telephone or Internet proxy is the one that is counted.
Beneficial Owner: Shares Registered in the
If you are a beneficial owner and your shares are held in "street name" by your broker, bank or other nominee, you should follow the instructions provided by your broker, bank or other nominee.
How are votes counted and how many votes are needed to approve each proposal?
Votes will be counted by the inspector of election appointed for the Annual Meeting.
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Proposal 1: For the election of directors, directors are elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the Annual Meeting and entitled to vote thereon. The two Class III nominees receiving the most "For" votes will be elected, provided a quorum is established. Election of directors is not considered a "routine" matter under NYSE rules for which a broker, bank or other nominee will have discretionary authority to vote. Therefore, if you are a beneficial owner and do not give your broker, bank or other nominee voting instructions, the institution that holds your shares may not have discretionary authority to vote your shares with respect to this proposal. Accordingly, only "For" votes will affect the outcome of this proposal. "Withhold" and broker non-voteswill have no effect on this proposal. |
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Proposal 2: The proposal to ratify the appointment of |
What if another matter is properly brought before the Annual Meeting?
Our Board knows of no other matters that will be presented for consideration at the Annual Meeting. However, if any other matter is properly brought before the Annual Meeting, it is the intention of the persons named in the accompanying proxy card as "proxies" to vote on such matter in accordance with their best judgment and in their discretion.
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What is the quorum requirement?
A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the voting power of all outstanding shares of capital stock entitled to vote are present in person or represented by proxy. Virtual attendance at the Annual Meeting constitutes presence in person for purpose of a quorum at the meeting. Broker non-votesand abstentions are counted for purposes of determining whether a quorum is present.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
How can I find out the results of the voting at the Annual Meeting?
Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a current report on Form 8-Kthat we expect to file within four business days after the Annual Meeting. If final voting results are not available to us in time to file a current report on Form 8-Kwithin four business days after the Annual Meeting, we intend to file a current report on Form 8-Kto publish preliminary results and, within four business days after the final results are known to us, file an amended report on Form 8-Kto publish the final results.
When are stockholder proposals and director nominations due for next year's annual meeting?
Under the rules of the
If a stockholder intends to make a director nomination or present a proposal for other business (other than pursuant to Rule 14a-8under the Exchange Act) at our 2026 annual meeting of stockholders, the stockholder must deliver written notice to our Secretary at the address provided above not later than the close of business on
In addition, stockholders who intend to solicit proxies in support of director nominees other than our nominees must provide in their notice any additional information required by Rule 14a-19(b)under the Exchange Act.
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PROPOSAL 1
ELECTION OF DIRECTORS
General
Our Board is divided into three classes, designated as Class I, Class II and Class III, with each class serving a staggered three-year term. Vacancies on our Board may be filled only by persons elected by a majority of the remaining directors unless our Board determines by resolution that any such vacancies will be filled by our stockholders. A director elected by our Board to fill a vacancy in a class, including vacancies created by an increase in the number of directors, will serve for the remainder of the full term of that class and until the director's successor is duly elected and qualified or until their earlier resignation, removal or death.
Our Board presently has seven members, as follows:
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the Class I directors, whose terms will expire in 2026, are |
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the Class II directors, whose terms will expire in 2027, are |
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the Class III directors, whose terms will expire in 2025, are |
Messrs. Beer and Christensen, each a current Class III director, were recommended for re-electionto our Board as Class III director nominees by the
The biographies below under "Information Regarding Director Nominees and Current Directors" include information, as of the date of this proxy statement, regarding each of the Class III director nominees standing for re-electionat the Annual Meeting and each of our Class I and Class II directors continuing to serve on our Board, including their respective ages, as of the date of this proxy statement. Each biography includes information regarding the specific and particular experience, qualifications, attributes or skills that led the
OUR BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
EACH OF THE DIRECTOR NOMINEES FOR CLASS III DIRECTOR
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INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS
Certain information regarding each of our Class III director nominees and our other directors, including their ages, experience, qualifications, attributes and skills that led our Board to conclude that such individual should serve on our Board, as of the date of this proxy statement, is set forth below.
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Director Since |
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Class I directors continuing in office until the 2026 annual meeting of stockholders |
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67 | Director | 2022 | |||||||
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50 | Director | 2022 | |||||||
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Class II director nominees continuing in office until the 2027 annual meeting of stockholders |
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73 | Director | 2022 | |||||||
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62 | Director | 2022 | |||||||
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66 | Director | 2022 | |||||||
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Class III directors for election at the 2025 annual meeting of stockholders |
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60 | Executive Chairman | 2022 | |||||||
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54 | Chief Executive Officer and Director | 2025 | |||||||
Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
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also a member of our Board. Mr.
Directors Continuing in Office Until the 2027 Annual Meeting of Stockholders
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2017, when it was acquired by
Nominees for Election at the 2025 Annual Meeting of Stockholders
Mr.Christensen, Chief Executive Officer and Director. Mr.
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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE
Director Independence
Our Corporate Governance Guidelines (the "Corporate Governance Guidelines") require a majority of Board members to be independent. Our Board has determined that all Board members, other than Messrs. Beer and Christensen, are independent under applicable rules of
Information Regarding Committees of the Board of Directors
The Board has a standing Audit Committee (the "Audit Committee"), Compensation Committee (the "Compensation Committee"), and
Meetings of our Board of Directors and Committees; Executive Sessions; Annual Meeting Attendance
Our Board is responsible for the oversight of our management and strategy and for establishing corporate policies. Our Board meets periodically during the year to review significant developments affecting us and to act on matters requiring Board approval. Our Board met nine times during the fiscal year ended
Executive sessions, which are meetings at which only independent directors are present, are regularly scheduled throughout the year, typically at the time of each regular Board meeting and as frequently as such independent directors deem appropriate.
In accordance with our Corporate Governance Guidelines, our directors are encouraged, but not required, to attend each annual meeting of stockholders.
Below is a description of the Audit Committee, Compensation Committee and
Audit Committee
The Audit Committee consists of Mses. Morris and Jacoby and Mr.
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assisting Board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent registered public accounting firm's qualifications and independence, and (4) the performance of our internal audit function and independent registered public accounting firm; the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us; |
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pre-approvingall audit and non-auditservices to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approvalpolicies and procedures; reviewing and discussing with the independent registered public accounting firm all relationships the auditors have with us in order to evaluate their continued independence; |
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setting clear policies for audit partner rotation in compliance with applicable laws and regulations; obtaining and reviewing a report, at least annually, from the independent registered public accounting firm describing (1) the independent registered public accounting firm's internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues; |
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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under "Management's Discussion and Analysis of Financial Condition and Results of Operations"; reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-Kprior to us entering into such transaction; and |
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reviewing with management, the independent auditor, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the |
Compensation Committee
The Compensation Committee consists of Mses. Jacoby and Morris and
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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation; |
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reviewing and making recommendations to our Board with respect to the compensation, and any incentive compensation and equity-based plans that are subject to Board approval of all of our other officers; |
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reviewing our executive compensation policies and plans; |
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implementing and administering our incentive compensation equity-based remuneration plans; |
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assisting management in complying with our proxy statement and annual report disclosure requirements; |
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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees; |
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producing a report on executive compensation to be included in our annual proxy statement; and |
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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
Compensation Committee Processes and Procedures
The Compensation Committee generally meets quarterly, and with greater frequency if necessary. The Compensation Committee also acts periodically by unanimous written consent in lieu of a formal meeting. The agenda for each
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meeting of the Compensation Committee is usually developed by the chairperson of the Compensation Committee, in consultation with management. The Compensation Committee meets regularly in executive session. However, from time to time, various members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, to provide financial or other background information or advice or to otherwise participate in Compensation Committee meetings. Our Chief Executive Officer may not participate in, or be present during, any deliberations or determinations of the Compensation Committee regarding her compensation.
The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of
During the past fiscal year, after taking into consideration the six factors prescribed by the
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provide competitive market data based on the compensation peer group for our executive officer positions, as well as broader technology company survey data, and evaluate how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group and broader technology industry compensate their executives; and |
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provide guidance on other compensation topics including, equity design and programs, burates and overhang levels, initial public offering equity compensation plans, and ad hoc market data and practices. |
As part of its engagement, Aon was requested by the Compensation Committee to develop a comparative group of companies and to perform analyses of competitive performance and compensation levels for that group. Aon ultimately developed recommendations that were presented to the Compensation Committee for its consideration.
Generally, the Compensation Committee's process for determining executive compensation comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than our Chief Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by our Chief Executive Officer. The evaluation of our Chief Executive Officer's performance is conducted by the Compensation Committee, which determines any adjustments to our Chief Executive Officer's compensation as well as awards to be granted. For all executives and directors, as part of its deliberations, the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, executive and director stock ownership information, company stock performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of the Compensation Committee's compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.
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Nominating and Corporate Governance Committee
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screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by our Board, and recommending to our |
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developing and recommending to our Board and overseeing implementation of our Corporate Governance Guidelines; |
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coordinating and overseeing the annual self-evaluation of the Board of Directors, its committees, individual directors and management in the governance of the Company; and |
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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary. |
Criteria for Board Membership
In the case of incumbent directors whose terms of office are set to expire, the
Stockholder Recommendations
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Nominating and Corporate Governance Committee evaluates candidates recommended by stockholders using the same criteria it applies to evaluate other candidates. Stockholders who wish to recommend a director candidate should submit the candidate's name and background information in writing to our Secretary at 1875 W. Walnut Hill Ln, #100,
Board Leadership Structure
Our Bylaws provide our Board with the flexibility to combine or separate the positions of chairperson of the Board and Chief Executive Officer to reflect our evolving needs and strategy, changes in our Board's composition and leadership needs, as well as other factors, including the views of our stockholders and other stakeholders. Our Corporate Governance Guidelines specify that our Board will select our Chief Executive Officer and chairperson of our Board in the manner that it determines to be in the best interests of our stockholders and, in the event the Board elects as its chairperson a director who is not independent, the Board will also designate a lead independent director. We do not believe there should be a fixed rule regarding the positions of Chief Executive Officer and chairperson being held by different individuals, or whether the chairperson should be an employee of the Company or should be elected from among the non-employeedirectors. The needs of the Company and the individuals available to assume these roles may require different outcomes at different times, and our Board believes that retaining flexibility in these decisions is in the best interests of the Company and its stockholders.
Pursuant to its charter, the
The lead independent director is empowered to, among other duties and responsibilities, preside over Board meetings in the absence of the Executive Chairman, act as liaison between the Executive Chairman and the independent directors, preside over meetings of the independent directors, and consult with the Executive Chairman in planning and setting schedules and agendas for Board meetings to be held during the year. As a result, we believe that the lead independent director can help ensure the effective independent functioning of the Board in its oversight responsibilities. In addition, we believe that the lead independent director is better positioned to build a consensus among directors and to serve as a conduit between the other independent directors and the Executive Chairman, for example, by facilitating the inclusion on meeting agendas of matters of conceto the independent directors.
Role of the Board in Risk Oversight
A key function of our Board is informed oversight of our risk management process. In particular, our Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for the Company. Our Board does not have a standing risk management committee, but rather administers this oversight function directly through our Board as a whole, as well as through various standing committees of our Board that address risks inherent in their respective areas of oversight. Our Board and its committees consider specific risk topics, including risks associated with our strategic plan, business operations, capital structure, information technology, data privacy and cyber security. It is the responsibility of the committee chairpersons to report findings regarding material risk exposures to our Board as quickly as possible.
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Our Audit Committee has the responsibility to consider and discuss with management and the auditors, as appropriate, our guidelines and policies with respect to financial risk management and financial risk assessment, including our major financial risk exposures and the steps taken by management to monitor and control these exposures. Areas of focus for our Audit Committee include our policies and other matters relating to our investments, cash management and foreign exchange management, major financial risk exposures, the adequacy and effectiveness of our information security policies and practices and the internal controls regarding information security, and the steps taken by management to monitor and mitigate or otherwise control these exposures and to identify future risks. Our Compensation Committee assesses and monitors whether any of our compensation policies and programs has the potential to encourage excessive risk-taking, including risks related to executive compensation and overall compensation and benefit strategies, plans, arrangements, practices and policies. Our
In connection with its reviews of our business operations and corporate functions, our Board addresses the primary risks associated with those operations and corporate functions. In addition, our Board reviews the risks associated with our business strategies periodically throughout the year as part of its consideration of undertaking any such business strategies. While our Board and its committees oversee risk management strategy, management is responsible for implementing and supervising day-to-dayrisk management processes and reporting to our Board and its committees on such matters.
Communications with The Board of Directors
Our relationship with our stockholders is an important part of our corporate governance program. Engaging with stockholders helps us to understand how they view us, to set goals and expectations for our performance, and to identify emerging issues that may affect our strategies, corporate governance, compensation practices or other aspects of our operations. Our stockholder and investor outreach includes investor road shows, analyst meetings, and investor conferences and meetings. We also communicate with our stockholders and other stakeholders through various media, including our annual report and
Any interested person may communicate directly with the presiding director or the non-managementor independent directors as a group. Persons interested in communicating directly with the independent or non-managementdirectors regarding their concerns or issues may do so by addressing written correspondence to a particular director, or to the independent or non-managementdirectors generally, in care of 1875 W. Walnut Hill Ln, #100,
Code of Business Conduct and Ethics
We have adopted a code of business conduct and ethics (the "Code of Ethics") applicable to our directors, executive officers and employees that complies with the rules and regulations of Nasdaq, which is available on the Governance section of our investor relations website at ir.biote.com. If we ever were to amend or waive any provision of our Code of Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or any person performing similar functions, we intend to satisfy our disclosure obligations, if any, with respect to any such waiver or amendment by posting such information on our website set forth above rather than by filing a Current Report on Form 8-K.In the case of a waiver for an executive officer or a director, the disclosure required under applicable Nasdaq listing standards also will be made available on our website.
16
.
"), governing the purchase, sale, and/or other dispositions of the Company's securities by directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws, rules and regulations. The Company also has procedures designed to further the foregoing purposes. The Company has not adopted a similar policy or procedures applicable to the Company. We believe that the Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to us. The Insider Trading Policy also prohibits hedging or monetization transactions with respect to our Common Stock, including through the use of financial instruments such as prepaid variable forwards, equity swaps, collars, and exchange funds. In addition, the Insider Trading Policy prohibits trading in derivative securities related to our Common Stock, which include publicly traded call and put options, engaging in short selling of our Common Stock, purchasing our Common Stock on margin or holding it in a margin account and pledging our shares as collateral for a loan. A copy of the Insider Trading Policy is filed as Exhibit 19.1 to the Company's Annual Report on Form
for the year ended
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The Audit Committee has reviewed and discussed the audited financial statements for the fiscal year ended
Respectfully submitted by the Audit Committee of the Board of Directors:
The material in this report is not "soliciting material," is not deemed filed with the
18
PROPOSAL 2
Our Board of Directors has selected
Neither our Bylaws nor other governing documents or law require stockholders' ratification of the selection of Deloitte as our independent registered public accounting firm. However, the Board of Directors is submitting the selection of Deloitte to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Board of Directors will reconsider whether or not to retain that firm. Even if the selection is ratified, the Board of Directors in its discretion may direct the appointment of different independent auditors at any time during the year if they determine that such a change would be in the best interests of
Principal Accountant Fees and Services
The following tables present the aggregate fees billed by Deloitte for the fiscal years ended
| Fiscal Year | ||||||||
|
Deloitte |
2024 | 2023 | ||||||
|
Audit fees(1) |
$ | 1,094,920 | $ | 738,200 | ||||
|
Audit-related fees(2) |
65,000 | 306,400 | ||||||
|
Tax fees(3) |
1,123,584 | 1,270,866 | ||||||
|
All other fees |
- | - | ||||||
|
Total fees |
$ | 2,283,504 | $ | 2,315,466 | ||||
| (1) |
Audit fees consisted of fees billed for professional services rendered for the audit of the Company's 2024 and 2023 consolidated financial statements and the reviews of 2024 and 2023 interim condensed consolidated financial statements. |
| (2) |
Audit-related fees consisted of fees billed for audit services provided in connection with other regulatory filings and offerings, including the regulatory filings associated with the business combination and related financings. |
| (3) |
Tax fees consisted of fees billed for professional services relating to tax compliance services. |
OUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
19
INFORMATION REGARDING EXECUTIVE OFFICERS
The following table sets forth, for our executive officers, their ages and position held with us as of
|
|
Age |
Position(s) |
||
|
|
54 | Chief Executive Officer and Director | ||
|
|
48 | Chief Financial Officer and Chief Business Officer | ||
|
|
45 | Vice President, Business Development, General Counsel and Corporate Secretary | ||
|
|
60 | Executive Chairman |
The background of Messrs. Christensen and Beer are described above under "Information Regarding Director Nominees and Current Directors."
Family Relationships
There are no family relationships among any of our executive officers or directors with the exception of Mr.
20
EXECUTIVE COMPENSATION
Overview
We have opted to comply with the executive compensation disclosure rules applicable to emerging growth companies, as we are an emerging growth company. The scaled down disclosure rules require compensation disclosure for our principal executive officer and our two most highly compensated executive officers other than the principal executive officer whose total compensation for 2024 exceeded
| 1. |
|
| 2. |
|
| 3. |
|
During 2024, our principal executive officer was our former Chief Executive Officer,
Summary Compensation Table
The following table sets forth information for each of the last two completed fiscal years regarding compensation awarded to or earned by our Chief Executive Officer and the two other most highly compensated executive officers, or collectively, the named executive officers, during the fiscal years indicated:
|
|
Year | Salary(1) | Stock Awards(2) ($) |
Option Awards(2) ($) |
Non-Equity Incentive Plan Compensation(3) ($) |
All Other Compensation(4) ($) |
Total ($) | |||||||||||||||||||||
|
|
2024 | 618,643 | - | 2,830,031 | 373,020 | 33 | 3,821,727 | |||||||||||||||||||||
|
Former Chief Executive Officer |
2023 | 600,875 | - | 2,758,739 | 457,125 | - | 3,816,739 | |||||||||||||||||||||
|
|
2024 | 420,330 | 177,000 | (7) | 1,003,917 | 159,375 | 11,257 | 1,771,879 | ||||||||||||||||||||
|
Chief Financial Officer |
2023 | - | - | - | - | - | - | |||||||||||||||||||||
|
|
2024 | 433,052 | - | 1,981,022 | 261,114 | 413 | 2,675,601 | |||||||||||||||||||||
|
Executive Chairman |
2023 | 252,500 | - | 1,181,614 | 217,600 | 80 | 1,651,794 | |||||||||||||||||||||
| (1) |
Salary amounts represent actual amounts earned during the applicable year. See "-Narrative to the Summary Compensation Table-Annual Base Salary" below. |
| (2) |
Amounts represent the aggregate grant date fair value of stock and option awards granted to our named executive officers during 2024, computed in accordance with ASC Topic 718. Assumptions used in the calculation of these amounts are included in Note 15 to our financial statements included in our Annual Report on Form 10-Kfor the year ended |
| (3) |
Amounts reflect target performance-based cash bonuses awarded to our named executive officers. See "-Employment and Other Arrangements" below for a description of the material terms of the program pursuant to which this compensation will be awarded. The 2024 performance-based cash bonus for each named executive officer reflects a 60% achievement of the Company's 2024 Corporate Goals. |
| (4) |
The amounts in this column represent: for Messrs. Peterson and Beer, |
| (5) |
On |
21
| (6) |
|
| (7) |
Represents 44,250 restricted stock units granted to |
Narrative to the Summary Compensation Table
Annual Base Salary
Our named executive officers receive a base salary to compensate them for services rendered to us. The base salary payable to each named executive officer is intended to provide a fixed component of compensation reflecting the executive's skill set, experience, role and responsibilities. None of our named executive officers is currently party to an employment agreement or other agreement or arrangement that provides for automatic or scheduled increases in base salary. See "-Employment and Other Arrangements" for additional information.
The following table sets forth the annual base salaries for our named executive officers for 2023 and 2024.
|
|
2023 Base Salary ($) |
2024 Base Salary ($) |
||||||
|
|
610,000 | 621,690 | ||||||
|
|
- | 420,330 | ||||||
|
|
255,990 | 435,183 | ||||||
Non-EquityIncentive Plan Compensation
We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year. In accordance with the terms of their respective employment agreements, our named executive officers are eligible to receive discretionary annual bonuses of up to a percentage of each executive's gross base salary based on individual performance, company performance or as otherwise determined appropriate, as determined by the Compensation Committee of the Board.
The Board previously approved specified company and individual performance metrics for annual bonuses for our executives for fiscal 2024 as well as target bonuses for certain executives of the Company. The Compensation Committee has reviewed the Company's fiscal year 2024 corporate performance, reflecting a 60% achievement of the 2024 Corporate Goals (and resulting in payment to the named executive officers of a bonus equal to 60% of their target amount). The following table sets forth the bonus amounts for our named executive officers for 2024.
|
|
2024 Target Bonus Amount |
2024 Actual Bonus Amount |
||||||
|
|
$ | 621,700 | 373,020 | |||||
|
|
$ | 212,500 | 159,375 | |||||
|
|
$ | 435,190 | 261,114 | |||||
Equity-Based Incentive Awards
Our equity-based incentive awards granted to our named executive officers are designed to align our interests and those of our stockholders with those of our employees and consultants, including our executive officers. As of the date of this proxy statement, stock awards and stock option awards were the only form of equity awards we have granted to any of our executive officers.
22
We primarily use stock options as an incentive for long-term compensation to our executive officers because the stock options allow our executive officers to profit from this form of equity compensation only if our stock price increases relative to the stock option's exercise price, which exercise price is set at the fair market value of our Common Stock on the date of grant. Vesting of equity awards is generally tied to each officer's continuous service with us and serves as an additional retention measure. We may grant equity awards at such times as the Board or Compensation Committee determines appropriate. Our executives generally are awarded an initial grant in the form of a stock option award in connection with their commencement of employment with us. Additional grants may occur periodically in order to specifically incentivize executives with respect to achieving certain corporate goals or to reward executives for exceptional performance.
As of the date of this proxy statement, we have granted all stock options pursuant to our 2022 Equity Incentive Plan (the "Incentive Plan").
All options are granted with an exercise price per share that is no less than the fair market value of our Common Stock on the date of grant of such award. Our stock option awards generally vest over a four-year period and may be subject to acceleration of vesting and exercisability under certain termination and change in control events. See "-Outstanding Equity Awards at Fiscal Year-End."
Outstanding Equity Awards at Fiscal Year-End
The following table presents information regarding outstanding equity awards held by our named executive officers as of
| Option Awards | ||||||||||||||||||||
|
|
Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable |
Number of Securities Underlying Unexercised Options (#) Unexercisable |
Option Exercise Price(1) ($) |
Option Expiration Date |
|||||||||||||||
|
|
734,590 | 402,840 | (3) | $ | 4.00 | |||||||||||||||
| 314,645 | 440,505 | (2) | $ | 5.80 | ||||||||||||||||
| - | 777,083 | (2) | $ | 5.72 | ||||||||||||||||
|
|
- | 400,000 | (3) | $ | 4.00 | |||||||||||||||
|
|
308,528 | 169,193 | (3) | $ | 3.97 | |||||||||||||||
| 125,543 | 191,620 | (2) | $ | 5.83 | ||||||||||||||||
| - | 543,958 | (2) | $ | 5.72 | ||||||||||||||||
| (1) |
All of the option awards listed in the table were granted with an exercise price per share that is no less than the fair market value of our Class A Common Stock on the date of grant of such award, as determined in good faith by the Board. |
| (2) |
25% of the shares vest on the first anniversary of the grant date, with the remainder of the shares vesting in 36 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date. |
| (3) |
50% of the shares vest on the second-year anniversary of the grant date, with the remainder of the shares vesting in 24 equal monthly installments thereafter, subject to the recipient's continuous service through each applicable vesting date. |
See "-Potential Payments upon Termination or Change of Control" for a description of vesting acceleration applicable to stock options held by our named executive officers.
We may in the future, on an annual basis or otherwise, grant additional equity awards to our executive officers pursuant to our Incentive Plans.
23
Benefits and Perquisites
We provide benefits to our named executive officers on the same basis as provided to all of our employees, including health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; employee assistance program; life planning, financial and legal resources; and worldwide emergency travel assistance. We do not maintain any executive-specific benefit or executive perquisite programs other than as provided in the agreements described in the section immediately below.
Other than the director and officer insurance coverage we maintain for our directors and officers, we do not maintain any executive-specific health and welfare benefit or perquisites.
Health and Welfare Benefits and Perquisites
We provide benefits to our named executive officers on the same basis as provided to all of our employees, including: health, dental and vision insurance; life insurance; accidental death and dismemberment insurance; life planning financial and legal resources; and worldwide emergency travel assistance.
401(k) Plan
Employment and Other Arrangements
Below are descriptions of our employment agreements and arrangements with our named executive officers. The agreements generally provide for at-willemployment without any specific term and set forth the named executive officer's initial base salary and annual target bonus. Each named executive officer is also eligible to participate in all employee benefit plans that are generally available to our employees. Furthermore, each of our named executive officers has executed our standard employee confidential information and invention assignment agreement, which includes, among other things, non-solicitationand non-competitionprovisions.
Services Agreement
BioTE Medical entered into a services agreement with
Transition and Separation Agreement and Consulting Agreement
On
24
to occur on or after sixty (60) days following
Concurrently with the Transition Agreement,
BioTE Medical entered into an employment agreement with
The employment agreement also provides for a one-timerestricted stock unit award valued at
In addition,
If such Qualifying Termination occurs within 1 month prior to, or 12 months following, a change in control event,
In each case, such payments are contingent on
25
BioTE Medical entered into an executive chair agreement with
In addition,
If such Qualifying Termination occurs within 1 month prior to, or 12 months following, a change in control event,
Such payments are contingent on
Potential Payments Upon Termination or Change in Control
The employment agreements for our named executive officers provide for severance and change in control benefits as described above under "-Employment and Other Arrangements."
Equity
Equity-based compensation has been and will continue to be an important foundation in executive compensation packages as
Clawback Policy
In
26
equity awards on or soon after a new hire's employment start date and annual employee equity awards, including stock options, in the second quarter of each fiscal year, which annual grants are typically approved at the regularly scheduled meeting of the Compensation Committee occurring in the previous quarter. The Company's typical practice is to grant annual employee equity awards on the first day of the month following the month in which the awards are approved. Also,
directors receive automatic grants of initial and annual stock option awards, at the time of a director's initial appointment or election to the board and at the time of each annual meeting of the Company's stockholders, respectively, pursuant to the
Director Compensation Policy, as further described under the heading, "Director Compensation-Cash and Equity Compensation" below. The Company does not otherwise maintain any written policies on the timing of granting equity awards, such as stock options, or similar instruments with option-like features. Because the Compensation Committee has a practice of generally granting equity awards on the first day of the month following the month in which the awards are approved, the Compensation Committee generally does not take material nonpublic information into account when determining the timing of awards and it does not seek to time the award of stock options in relation to the Company's public disclosure of material nonpublic information. The Company has not timed the release of material nonpublic information for the purpose of affecting the value of executive compensation.
DIRECTOR COMPENSATION
Our Board has adopted a non-employeedirector compensation policy that is applicable to each member of our board of directors who is not also serving as an employee or consultant. Our Compensation Committee reviews non-employeedirector compensation levels annually and submits recommendations with respect to any changes in non-employeedirector compensation levels to our Board. In 2025, Aon, our Compensation Committee's independent compensation consultant reviewed the market competitiveness of our non-employeedirector compensation policy relative to our compensation peer group and recommended certain changes based on governance best practices and market trends to ensure we can attract and retain a highly qualified board of directors.
Upon recommendation of the Compensation Committee, our Board approved an amendment to our non-employeedirector compensation policy in
Cash Compensation
We pay each of our non-employeedirectors a cash retainer for service on the Board and for service on each committee on which the director is a member. Any non-executivechair and any lead director of the Board will each receive a higher retainer for such services. The chairperson of each committee will also receive a higher retainer for such service. These retainers are payable in arrears in four equal quarterly installments on the last day of each quarter, provided that the amount of such payment will be prorated for any portion of such quarter that the director is not serving on the Board or the applicable committee.
The retainers to be paid to non-employeedirectors for service on the Board and for service on each committee of the Board on which the director is a member is as follows:
| • |
|
| • |
|
| • |
|
| • |
|
| • |
|
| • |
|
| • |
|
| • |
|
Equity Compensation
The policy provides that each non-employeedirector who is first elected or appointed to the Board, on the date of such director's initial election or appointment to the Board (or, if such date is not a market trading day, the first market trading day thereafter), the director will automatically receive an option to purchase shares of our Class A common stock (an "Initial Option") with a grant value of
In addition, on the date of each annual meeting of stockholders, each non-employeedirector that continues to serve as a non-employeedirector will receive an option to purchase shares of our Class A common stock (an
28
"Annual Option" and, together with the Initial Option, the "Options") with a grant value of
All Options granted under the policy will also vest in full upon the occurrence of a change in control prior to the termination of the director's continuous service.
Each non-employeedirector may elect to convert his or her annual board service retainer into an award of restricted stock units (the "Retainer Grant"). Such Retainer Grants will be granted on the same day as the Annual Grants are made and will be fully vested upon grant, but settlement of such RSUs will be deferred until the earlier of (i) the date such director ceases to provide continuous service to us and (ii) such date as specified by the director in the election for such grant.
Notwithstanding the foregoing, any member of the Board that is entitled to the above compensation may elect to forego all or a portion of such compensation from time to time by giving notice to the Company.
Director Compensation for 2024
The following table sets forth information regarding the compensation earned for service on the Board by our non-employeedirectors during the year ended
|
|
Fees Earned or Paid in Cash ($) |
Option Awards (1)(6) ($) |
Total ($) | |||||||||
|
|
72,377 | 200,311 | 272,688 | |||||||||
|
|
60,312 | 200,311 | 260,623 | |||||||||
|
|
90,000 | 200,311 | 290,311 | |||||||||
|
|
74,788 | 200,311 | 275,099 | |||||||||
|
|
61,521 | 200,311 | 261,832 | |||||||||
| (1) |
The amounts reported in this column reflect the aggregate grant date fair value of the stock and option awards granted to our directors as computed in accordance with ASC Topic 718. Note that the amounts reported in this column reflect the accounting cost for these awards and do not reflect the actual economic value that may be realized by the directors. |
| (2) |
|
| (3) |
|
| (4) |
Mr. |
| (5) |
|
29
| (6) |
The table below shows each non-employeedirector who was serving, and held outstanding equity awards, as of |
|
|
Shares Underlying Options Outstanding (Vested) at Fiscal Year End |
Shares Underlying Options Outstanding (Unvested) at Fiscal Year End |
Vested RSUs at Fiscal Year End |
|||||||||
|
|
78,505 | 65,258 | 12,994 | |||||||||
|
|
78,505 | 65,258 | 20,352 | |||||||||
|
|
101,396 | 74,063 | - | |||||||||
|
|
101,396 | 74,063 | 25,436 | |||||||||
|
|
69,029 | 84,628 | 11,045 | |||||||||
30
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth the aggregate information of our equity compensation plans in effect as of
|
Plan Category |
Number of securities to be issued upon exercise of outstanding options(1) |
Weighted-average exercise price of outstanding options ($)(2) |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))(3) |
|||||||||
| (a) | (b) | (c) | ||||||||||
|
Equity compensation plans approved by stockholders |
||||||||||||
|
2022 Equity Incentive Plan |
10,380,398 | 4.95 | 10,223,942 | |||||||||
|
2022 Employee Stock Purchase Plan |
- | - | 2,296,055 | |||||||||
|
Equity compensation plans not approved by stockholders |
- | - | - | |||||||||
|
Total |
10,380,398 | 4.95 | 12,519,997 | |||||||||
| (1) |
Includes shares subject to outstanding awards under our 2022 Equity Incentive Plan as of |
| (2) |
The weighted average exercise price is calculated based solely on the exercise prices of the outstanding options and does not reflect the shares that will be issued upon the vesting of outstanding RSUs, which have no exercise price. |
| (3) |
Includes 10,223,942 shares available for future issuance under our 2022 Equity Incentive Plan and 2,296,055 shares available for future issuance under our 2022 Employee Stock Purchase Plan. The number of shares available for future issuance under our 2022 Equity Incentive Plan will automatically increase on |
31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information with respect to the beneficial ownership of our shares as of
| • |
each of our named executive officers; |
| • |
each of our directors; |
| • |
all of our current directors and executive officers as a group; and |
| • |
each person known by us to be the beneficial owner of more than 5% of our Common Stock. |
We have determined beneficial ownership in accordance with the rules and regulations of the
Applicable percentage ownership is based on 54,710,252 shares of Common Stock outstanding as of
|
|
Number of Shares |
Percentage of Shares |
||||||
|
Directors and Named Executive Officers: |
||||||||
|
|
1,234,923 | 2.3 | % | |||||
|
|
2,678,732 | 4.9 | % | |||||
|
|
220,721 | * | ||||||
|
|
3,729,126 | 6.7 | % | |||||
|
|
835,421 | 1.5 | ||||||
|
|
204,291 | * | ||||||
|
|
4,485,274 | 8.0 | % | |||||
|
|
37,595 | * | ||||||
|
All directors and executive officers as a group (8 individuals) |
13,426,083 | 24.0 | % | |||||
|
Greater than Five Percent Holders: |
||||||||
|
Entities affiliated with 325 Capital Entities(10) |
3,766,666 | 6.9 | % | |||||
|
Entities affiliated with |
4,044,876 | 7.4 | % | |||||
| *Less |
than 1%. |
| (1) |
Unless otherwise stated, the business address of each of these entities or individuals is 1875 W Walnut Hill Ln #100, |
| (2) |
Consists of (i) 1,061,225 shares of Class A common stock (which includes 126,132 Sponsor Earnout Shares), and (ii) 173,698 shares of Class A common stock issuable upon the exercise of options within 60 days of |
32
| (3) |
Consists of (i) (a) 1,506,384 shares of Class A common stock (which includes 237,369 Sponsor Earnout Shares) and (b) 199,134 shares of Class A common stock issuable upon the exercise of options within 60 days of |
| (4) |
Consists of (i) 50,970 shares of Class A common stock, (ii) 12,994 RSUs and (iii) 156,757 shares of Class A common stock issuable upon the exercise of options within 60 days of |
| (5) |
Consists of 107,794 shares of Class A common stock, (ii) 2,697,092 shares of Class A common stock underlying Class V voting stock (which includes 654,387 Earnout Voting Shares), and (iii) 654,240 shares of Class A common stock issuable upon the exercise of options within 60 days of |
| (6) |
Consists of (i) 160,829 shares of Class A common stock; (ii) 20,352 RSUs and (iii) 654,240 shares of Class A common stock issuable upon the exercise of options within 60 days of |
| (7) |
Consists of (i) 204,291 shares of Class A common stock; (ii) 11,045 RSUs and (iii) 154,136 shares of Class A common stock issuable upon the exercise of options within 60 days of |
| (8) |
Consists of (i) 85,040 shares of Class A common stock, (ii) 2,967,092 shares of Class A common stock underlying Class V voting stock (which includes 654,387 Earnout Voting Shares) and (iii) 1,443,142 shares of Class A common stock issuable upon the exercise of options within 60 days of |
| (9) |
Consists of 37,595 shares of Class A common stock. |
| (10) |
Information based on Schedule 13D filed with the |
| (11) |
Information based on Amendment No. 4 to Schedule 13G filed with the |
33
Delinquent Section 16(a) Reports
Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10 percent of a registered class of the Company's equity securities, to file with the
To our knowledge, based on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended
34
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Other than compensation and indemnification arrangements for our directors and executive officers, which are described elsewhere in this proxy statement, the following is a description of each transaction since
| • |
|
| • |
the amounts involved exceeded or exceeds the lesser of (i) |
| • |
any of our directors, executive officers or holders of more than five percent of our outstanding capital stock, or any immediate family member of, or person sharing the household with, any of these individuals or entities, had or will have a direct or indirect material interest. |
Employment Relationships
Founder Advisory Agreement
On
Tax Receivable Agreement
Simultaneously with the Closing,
Sponsor Letter
In connection with the execution of the Business Combination Agreement, certain of HYAC's then current officers and directors, the Sponsor,
35
of Class B common stock or private placement warrants and (iii) waive any and all anti-dilution rights described in the current charter or otherwise with respect to the shares of Class B common stock held by the Sponsor that may be implicated by the Business Combination such that the Class B common stock Conversion will occur as discussed herein (and as more fully described in the Sponsor Letter). The Sponsor Letter terminated on
A&R Investor Rights Agreement
At the Closing,
Second Amended and Restated Operating Agreement of Holdings
At the Closing,
Director and Officer Indemnification
Our Second Amended and Restated Certificate of Incorporation (the "Charter") contains provisions limiting the liability of directors and provides that the
We have entered into indemnification agreements with each of our directors and executive officers. The indemnification agreements provide that
36
Credit Agreements
On the Closing Date, certain direct and indirect subsidiaries of
The Loans are also subject to customary events of default. Events of default under the Credit Agreement include (subject to grace periods in certain instances): (i) the failure by any
Although we were in compliance with all required financial covenants associated with the Credit Agreement, we failed to timely deliver a budget for the fiscal year ending
Policies and Procedures for Related Person Transactions
The Board adopted a written related person transaction policy that sets forth the policies and procedures for the review and approval or ratification of related person transactions (the "RPT Policy"). The RPT policy requires that a "related person" (as defined in paragraph (a) of Item 404 of Regulation S-K)must promptly disclose to the our general counsel any "related person transaction" (defined as any transaction that is reportable under Item 404(a) of Regulation S-Kin which we are or will be a participant and the amount involved exceeds
37
in which any related person has or will have a direct or indirect material interest) and all material facts with respect thereto. The general counsel will promptly communicate such information to the Audit Committee or another independent body of our Board. No related person transaction will be entered into without the approval or ratification of our Audit Committee or another independent body of our Board. Directors interested in a related person transaction will be required to recuse themselves from any such vote. The RPT Policy does not specify the standards to be applied by its Audit Committee or another independent body of the Board in determining whether or not to approve or ratify a related person transaction, although such determinations are made in accordance with
38
OTHER MATTERS
Our Board of Directors knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on such matters in accordance with their best judgment.
|
By Order of the Board of Directors |
|
/s/ |
|
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| Vice President, Business Development, General Counsel and Corporate Secretary |
We have filed our Annual Report on Form 10-Kfor the fiscal year ended
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biote Corp. |
Internet: | |||
| Annual Meeting of Stockholders |
• Cast your vote online • Have your Proxy Card ready • Follow the simple instructions to record your vote |
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For Stockholders of record as of Annual Meeting to be held live via the internet - please visit www.proxydocs.com/BTMD for more details. |
Phone: 1-866-470-0582 • Use any touch-tone telephone • Have your Proxy Card ready • Follow the simple recorded instructions |
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| Mail: | ||||
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YOUR VOTE IS IMPORTANT! PLEASE VOTE BY: |
• Mark, sign and date your Proxy Card • Fold and retuyour Proxy Card in the postage-paid envelope provided |
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| Virtual: | ||||
| You must register to attend the Annual Meeting online and/or participate at www.proxydocs.com/BTMD |
This proxy is being solicited on behalf of the Board of Directors
The undersigned hereby appoints
THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED HEREIN BY THE UNDERSIGNED STOCKHOLDER OR, IF NO CHOICE IS SPECIFIED, FOR THE ELECTION OF NOMINEES NAMED IN PROPOSAL 1 AND FOR PROPOSAL 2, AND IN THEIR DISCRETION (1) FOR THE ELECTION OF ANY PERSON TO THE BOARD OF DIRECTORS IF ANY NOMINEE NAMED HEREIN IS UNABLE TO SERVE OR FOR GOOD CAUSE WILL NOT SERVE, AND (2) AS SAID PROXIES DEEM ADVISABLE ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY POSTPONEMENT(S) OR ADJOURNMENT(S) THEREOF.
You are encouraged to specify your choice by marking the appropriate box (SEE REVERSE SIDE) but you need not mark any box if you wish to vote in accordance with the Board of Directors' recommendation. The Named Proxies cannot vote your shares unless you sign (on the reverse side) and retuthis card.
PLEASE BE SURE TO SIGN AND DATE THIS PROXY CARD AND MARK ON THE REVERSE SIDE
Copyright © 2025 BetaNXT, Inc. or its affiliates. All Rights Reserved
| biote Corp. Annual Meeting of Stockholders |
| Please make your marks like this: |
THE BOARD OF DIRECTORS RECOMMENDS A VOTE:
FORALL NOMINEES FOR DIRECTOR IN PROPOSAL 1 AND FORPROPOSAL 2
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PROPOSAL |
YOUR VOTE |
BOARD OF DIRECTORS RECOMMENDS |
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| 1. | To elect two Class III directors, each to serve until our 2028 annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal; | FOR | WITHHOLD | |||||||
| 1.01 |
☐ | ☐ | FOR | |||||||
| 1.02 |
☐ | ☐ | FOR | |||||||
| FOR | AGAINST | ABSTAIN | ||||||||
| 2. | To ratify the appointment of |
☐ | ☐ | ☐ | FOR | |||||
| Note: To transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof. | ||||||||||
You must register to attend the Annual Meeting online and/or participate at www.proxydocs.com/BTMD
Authorized Signatures - Must be completed for your instructions to be executed.
Please sign exactly as your name(s) appears on your account. If held in joint tenancy, all persons should sign. Trustees, administrators, etc., should include title and authority. Corporations should provide full name of corporation and title of authorized officer signing the Proxy/Vote Form.
| Signature (and Title if applicable) | Date | Signature (if held jointly) | Date | |||||
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