BioVie (BIVI) Proxy Filing summary

Executive summary

• Special Meeting scheduled for June 23, 2025, to be held virtually, with voting instructions provided for all shareholders.

• Two main proposals: authority for a reverse stock split and authority to adjourn the meeting if more votes are needed.

• Board recommends voting in favor of both proposals to maintain Nasdaq listing and flexibility in meeting management.

Voting matters and shareholder proposals

• Proposal 1: Authorize the Board to effect a reverse stock split at a ratio between 1-for-5 and 1-for-10 at its discretion within one year.

• Proposal 2: Grant discretionary authority to adjourn the meeting to solicit additional proxies if needed for Proposal 1.

• Both proposals require a majority of votes cast to pass; abstentions and broker non-votes do not affect outcomes.

• No cumulative voting or dissenter/appraisal rights for these matters.

• Shareholder proposals for the next annual meeting must be submitted by June 10, 2025.

Board of directors and corporate governance

• Board retains flexibility to determine the reverse split ratio and timing, considering market and company conditions.

• Board and management ownership details disclosed, with all directors and executive officers as a group holding less than 1% individually.