OraSure Technologies (OSUR) Proxy filing summary

Executive summary

• Entered into a Cooperation Agreement with Altai Capital, resulting in Altai withdrawing its prior director nominations and shareholder proposal for the 2026 Annual Meeting.

• John D. Bertrand appointed as an independent Class II director and added to the Nominating and Corporate Governance Committee, with his term expiring at the 2026 Annual Meeting.

• Board will seek shareholder approval at the 2026 Annual Meeting to declassify the Board, transitioning to annual director elections if approved.

• Regular meetings between Altai and the Board/management are scheduled to discuss financial and strategic matters through the end of 2026.

• The Cooperation Agreement includes standstill, voting, non-disparagement, and expense reimbursement provisions, with a termination date of March 31, 2027, or earlier under certain conditions.

Voting matters and shareholder proposals

• Altai irrevocably withdrew its prior notice, nominations, and shareholder proposal as part of the agreement.

• Board will propose an amendment to declassify the Board at the 2026 Annual Meeting, phasing in annual director elections for all classes.

• Altai agrees to vote its shares in line with Board recommendations, except in certain cases where proxy advisors differ or for extraordinary transactions.

Board of directors and corporate governance

• John D. Bertrand appointed as a Class II director and to the Nominating and Corporate Governance Committee.

• Bertrand qualifies as an independent director under Nasdaq and SEC rules.

• Board size capped at eight directors until the 2027 Annual Meeting without Altai's consent.

• If Bertrand cannot serve, a mutually acceptable independent replacement will be sought, provided Altai maintains at least 5% ownership.