ORASURE TECHNOLOGIES INC
For the period ended Jun 30, 2025. Filed Aug 6, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Aug 6, 2025
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Item 5. Other Information
Amended and Restated Bylaws
On August 5, 2025, our Board approved and adopted the Company’s Third Amended and Restated Bylaws (the “Bylaws”), which became effective immediately. The Bylaws supersede and replace in their entirety the Company’s Second Amended and Restated Bylaws in effect immediately prior to effectiveness of the Bylaws.
The Bylaws, among other things:
amend the advanced notice provisions of the Bylaws by changing the existing deadline for the submission of notices of director nominations and business proposals submitted by stockholders to provide that submissions must be made between 120 and 90 days before the anniversary date of the previous year’s annual meeting, subject to limited exceptions;
clarify that stockholder proposals and nominations shall only be considered for annual meetings of stockholders and not special meetings of stockholders; and
incorporate certain other administrative, technical, clarifying and conforming changes.
As a result of the changes to the advance notice provisions discussed herein and reflected in the Bylaws, any stockholder who wishes to submit a matter (other than a stockholder proposal brought in accordance with SEC Rule 14a-8) for consideration at the 2026 annual meeting of stockholders, including any stockholder proposal or director nomination, must submit the matter to the Company, in writing, to be received by the Secretary of the Company no later than 5:00 p.m. Eastern Time on February 13, 2026 and no earlier than 5:00 p.m. Eastern Time on January 14, 2026. The notice of such matter must contain the information and adhere to the procedures required by the Bylaws. This updated window for submissions amends the deadlines for stockholder proposals and director nominations previously disclosed in the Company’s 2025 proxy statement filed on April 4, 2025 and made available or mailed to stockholders on that date.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.
Rule 10b5-1 Trading Plans
The disclosure set forth in Part II - Item 2 above is incorporated herein by reference.
During the three months ended June 30, 2025, none of our directors or officers adopted, amended, orterminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
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