BTMD.NASDAQBiote CORP
DEF: Biote Corp. Announces Annual Meeting of Stockholders, Director Elections and Auditor Ratification on the Agenda
Sentiment:
Proxy Statement
Biote Corp. will hold its annual meeting virtually on May 13, 2025, to elect directors and ratify the appointment of its independent auditor.
Summary
- Biote Corp. is holding its 2025 annual meeting of stockholders virtually on May 13, 2025, at 10:00 a.m. Central Time.
- Stockholders of record as of March 24, 2025, are eligible to attend, participate, and vote.
- The meeting will include the election of two Class III directors, Marc D. Beer and Bret Christensen, to serve until the 2028 annual meeting.
- Stockholders will also vote to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025.
- The Board of Directors recommends voting for the election of the director nominees and for the ratification of Deloitte & Touche LLP.
- Proxy materials are available online at www.proxydocs.com/BTMD.
Sentiment
Score: 7
Explanation: The document is a standard proxy statement, which is generally neutral in tone. It provides necessary information for shareholders to make informed decisions, and the recommendations are clearly stated.
Positives
- The virtual format of the annual meeting is expected to increase stockholder attendance and participation while reducing costs.
- Stockholders have multiple options for voting: electronically during the meeting, via the Internet, by telephone, or by mail.
- The company provides a technical support number for stockholders experiencing difficulties accessing the virtual meeting platform.
Future Outlook
The Board knows of no other matters that will be presented for consideration at the Annual Meeting.
Management Comments
- On behalf of our Board of Directors (the Board of Directors or Board), it is our pleasure to invite you to attend the 2025 annual meeting of stockholders (the Annual Meeting) of biote Corp.
Industry Context
This announcement is a routine part of corporate governance, ensuring shareholders have the opportunity to participate in key decisions regarding the company's direction and oversight.
Comparison to Industry Standards
- The director compensation policy is being reviewed against a compensation peer group to ensure the company can attract and retain a highly qualified board of directors.
- The company is using Aon's Human Capital Solutions practice as a compensation consultant to provide competitive market data based on the compensation peer group for our executive officer positions, as well as broader technology company survey data, and evaluate how the compensation we pay our executive officers compares both to our performance and to how the companies in our compensation peer group and broader technology industry compensate their executives.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Chief Executive Officer | Teresa S. Weber | Bret Christensen | February 1, 2025 | Resignation |
Stakeholder Impact
- Shareholders are directly impacted through their voting rights on director elections and auditor ratification.
- The outcome of the votes will influence the company's leadership and financial oversight.
Next Steps
- Stockholders are encouraged to vote on the proposals before the annual meeting.
- The company will announce preliminary voting results at the annual meeting and publish final results in a Form 8-K filing.
Key Dates
| Date | Description |
|---|---|
| March 1, 2021 | Date of Registration Rights Agreement between HYAC and certain security holders. |
| July 2020 | Andrew R. Heyer served as the president and director of HYAC. |
| July 2020 | Steven J. Heyer served as HYACs chief executive officer and executive chairman. |
| December 13, 2021 | Date of the Business Combination Agreement. |
| August 2021 | Dana Jacoby became a member of the board of managers of Holdings. |
| August 2021 | S. Mark Cone became a member of the board of managers of Holdings. |
| January 2021 | Marc D. Beer became chairman of the board of managers of Holdings. |
| May 26, 2022 | Closing date of the Business Combination. |
| May 26, 2022 | BioTE Medical and Dr. Gary S. Donovitz, MD, the founder of BioTE Medical (Donovitz), entered into a Founder Advisory Agreement, effective as of the Closing (the Founder Advisory Agreement). |
| May 26, 2022 | Biote entered into a tax receivable agreement (the TRA) with Holdings, the Members and the Members Representative. |
| May 26, 2022 | certain direct and indirect subsidiaries of Biote entered into that certain Credit Agreement, dated as of May 26, 2022 |
| May 26, 2022 | BioTE Medical entered into a services agreement with Ms. Weber effective as of May 26, 2022. |
| May 26, 2022 | BioTE Medical entered into an executive chair agreement with Mr. Beer, recognizing Mr. Beers role in the day-to-day management of Biote, effective as of May 26, 2022 |
| July 19, 2022 | Date of the amended and restated investor rights agreement (A&R IRA). |
| September 15, 2022 | Teresa S. Weber received option awards. |
| November 2022 | Debra L. Morris has served as a member of our Board since November 2022. |
| November 15, 2022 | Marc Beer received option awards. |
| October 2023 | The Compensation Committee adopted our Incentive Compensation Recoupment Policy (the Clawback Policy) |
| January 2024 | The Board asked Mr. Beer to take on increased responsibilities in Biotes day-to-day operations and execute on its strategic objectives. |
| January 2024 | Robert C. Peterson has served as the Chief Financial Officer of Biote since January 2024 |
| January 8, 2024 | BioTE Medical entered into an employment agreement with Robert Peterson, effective as of January 8, 2024. |
| February 1, 2024 | Robert Peterson received option awards. |
| March 2024 | The Board approved an increase to Mr. Beers annual cash fee to $435,183 in recognition of such increased responsibilities. |
| April 1, 2024 | Teresa S. Weber and Marc Beer received option awards. |
| April 23, 2024 | The Founder Advisory Agreement terminated on April 23, 2024, pursuant to the terms of the binding settlement agreement, by and among Donovitz and the Company (the Settlement Agreement). |
| April 26, 2024 | On April 26, 2024, we repurchased 5,075,090 shares of Class A common stock and 3,117,299 Paired Interests for approximately $32.2 million. |
| April 26, 2024 | On April 26, 2024, the Company entered into a First Amendment to the Credit Agreement and Waiver with the lender, that waived the event of default and also agreed that the payments made to repurchase the specified shares pursuant to the Settlement Agreement will no longer continue as an event of default. |
| May 2024 | Ms. Morris served as president of AccessHope, LLC since November 2024 and was previously the chief financial officer and chief operating officer from May 2024 to October 2024. |
| June 5, 2024 | On June 26, 2024, the Company entered into a Second Amendment to the Credit Agreement, in which the lender agreed that the payments made to repurchase specified shares pursuant to a settlement agreement, by and between the Company and Marci Donovitz, dated as of June 5, 2024, will not qualify as an event of default on the Term Loan. |
| June 28, 2024 | Dr. Gary Donovitz, who beneficially owned more than 10% of the outstanding shares of Class A common stock prior to entering into the Settlement Agreement (as defined herein), upon which he granted an irrevocable proxy to the Chief Executive Officer to exercise all of Dr. Donovitzs voting, consent and related rights with respect to any and all shares held, had not filed any reports under Section 16(a) since his initial Form 3 and Form 4. |
| January 29, 2025 | On January 29, 2025, the Board accepted the resignation of Teresa S. Weber, the Companys Chief Executive Officer, effective as of February 1, 2025. |
| January 30, 2025 | On January 30, 2025, Ms. Weber entered into a transition and separation agreement with the Company (the Transition Agreement) |
| January 2025 | Bret Christensen has served as our Chief Executive Officer and as a member of the Board since January 2025. |
| January 2025 | Since January 2025, Ms. Morris serves as a director of Progyny, Inc. (Nasdaq: PGNY) and serves on the compensation committee. |
| February 1, 2025 | Teresa S. Weber resigned as the Companys Chief Executive Officer, effective as of February 1, 2025. |
| March 2025 | Mr. Petersons title was changed to Chief Financial Officer and Chief Business Officer in March 2025. |
| March 2025 | Upon recommendation of the Compensation Committee, our Board approved an amendment to our non-employee director compensation policy in March 2025 that provided for an increase to the Initial Grant and Annual Grant (each as defined below) from $216,000 to $225,000 and $324,000 to $337,500, respectively. |
| March 24, 2025 | Record date for determining stockholders eligible to vote at the annual meeting. |
| April 3, 2025 | Date of the proxy statement. |
| April 3, 2025 | Proxy materials, including the proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2024, will be made available online at www.proxydocs.com/BTMD and mailed to stockholders on or about April 3, 2025. |
| May 13, 2025 | Date of the 2025 Annual Meeting of Stockholders at 10:00 a.m. Central Time. |
| December 3, 2025 | Deadline for stockholders to submit proposals for inclusion in the proxy statement for the 2026 annual meeting. |
| January 13, 2026 | Earliest date for stockholders to deliver written notice of director nominations or other business proposals for the 2026 annual meeting. |
| February 1, 2026 | Ms. Weber is acting as a strategic advisor to the Company through February 1, 2026 |
| February 12, 2026 | Latest date for stockholders to deliver written notice of director nominations or other business proposals for the 2026 annual meeting. |
Keywords
Annual Meeting, Proxy Statement, Director Election, Auditor Ratification, Corporate Governance, Stockholders, Biote Corp
Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.