biote (BTMD) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 12, 2026, with stockholders able to participate, vote, and ask questions online.

• Stockholders of record as of March 23, 2026, are eligible to vote on the election of two Class I directors and the ratification of the independent auditor.

• The Board recommends voting for both director nominees and for the ratification of Deloitte & Touche LLP as auditor.

• Proxy materials and the annual report are available online, and multiple voting methods are provided.

Voting matters and shareholder proposals

• Proposal 1: Election of Andrew R. Heyer and Dana Jacoby as Class I directors to serve until 2029.

• Proposal 2: Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Board recommends voting for both proposals; director elections require a plurality, auditor ratification requires a majority of votes cast.

• Stockholder proposals for the 2027 meeting must be received by December 3, 2026, for inclusion in the proxy statement.

Board of directors and corporate governance

• The Board consists of seven members divided into three classes with staggered terms.

• Majority of directors are independent; only the Chairman and CEO are not independent.

• Board committees include Audit, Compensation, and Nominating and Corporate Governance, all composed of independent directors.

• Lead independent director role established to enhance board independence.

• Board and committees met regularly in 2025, with high attendance rates.