BioVie (BIVI) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on November 10, 2025, with four main proposals up for vote, including director elections, auditor ratification, and an amendment to the equity incentive plan.

• The Board recommends voting in favor of all proposals and has set September 22, 2025, as the record date for voting eligibility.

• Proxy materials and the annual report are available online, and shareholders can vote via internet, phone, or mail.

Voting matters and shareholder proposals

• Shareholders will vote to elect six directors, ratify EisnerAmper LLP as auditor for FY2026, approve an amendment to the 2019 Omnibus Equity Incentive Plan increasing authorized shares to 3,100,000, and address any other business.

• The Board recommends voting “FOR” all director nominees and proposals.

• Plurality voting applies for directors, majority for auditor and plan proposals; no cumulative or dissenter rights.

• Shareholder proposals for the 2026 meeting must be submitted between August 12 and October 11, 2026.

Board of directors and corporate governance

• The Board consists of six members, with five deemed independent under Nasdaq rules.

• Committees include Audit, Compensation, and Nominating/Corporate Governance, all composed of independent directors.

• The Board met seven times in FY2025; all directors attended at least 75% of meetings.

• A code of ethics is in place, and there are no familial relationships or adverse interests among directors.