Post by icemandios on Apr 15, 2023 2:37:50 GMT
Letter to Stockholders
Chief Executive Officer (“CEO”)
April 14, 2023
Dear Fellow Stockholders:
As a Company, we are committed to accelerating the shift in healthcare delivery – connecting people to care wherever they are and increasing access, quality, and affordability of healthcare with effortless solutions in point-of-care and self-testing diagnostics, sample collection innovation and services.
Since my arrival in June, we have been focused on our three-part transformation journey and have delivered significant progress on the priority to Strengthen our Foundation. To this end we had many successes in 2022 including making major improvements in our manufacturing operations to scale InteliSwab® COVID-19 self-testing while improving gross margins, re-setting our cost structure to potentially achieve cash flow breakeven ahead of schedule, and consolidating our two business units into One OraSure to unlock further efficiencies. These improvements have allowed us to begin generating significant cash in 2023 and have put us on the path to achieving cash flow breakeven for our core business, which is expected by the end of 2024.
Our stronger foundation sets the stage for us to increasingly Elevate our Core business through enhancing our existing product portfolio and launching new innovation. We are making progress in strategic partnerships, as well, and the future could include inorganic expansion opportunities as we look to utilize the cash generated from InteliSwab® to further Accelerate Profitable Growth.
While we are in the early stages of our strategic transformation, I am increasingly confident in our trajectory for success given our strong strategic position enabling decentralized healthcare, the commitment of our talented team, and the quality of our solutions and their underlying science and technology. Underpinning all of our actions, we will continue to adhere to our mantra of innovating and operating with disciplined execution and accountability. We will be holding our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of OraSure Technologies, Inc. (the “Company”) on Tuesday, May 16, 2023 at 12:30 p.m. Eastern Time. Once again, this year’s Annual Meeting will be a virtual meeting, conducted as a live webcast. You will be able to attend the Annual Meeting online, vote your shares electronically if you wish, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OSUR2023.
On or about April 20, 2023, the Company will mail to its stockholders of record as of March 23, 2023, the record date for the Annual Meeting, a copy of this Proxy Statement, including the Notice of Annual Meeting of Shareholders (the “Notice”) and the proxy card, as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”). At the Annual Meeting, you will be asked to (i) elect one Class II Director to serve on the Board of Directors until the Annual Meeting of Stockholders in 2026; (ii) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year; (iii) approve, by an advisory (non-binding) vote, the compensation of the Company’s named executive officers as disclosed in the proxy materials; (iv) approve, by an advisory (non-binding) vote, the frequency of future stockholder advisory votes on executive compensation; (v) approve an amendment and restatement of the OraSure Technologies, Inc. Stock Award Plan to increase the number of shares to be authorized for grant under the Plan by 3,000,000 shares and require that all awards granted thereunder generally be subject to a minimum vesting period of one year; (vi) to act on a stockholder proposal if properly presented at the Annual Meeting; and (vii) transact such other business as may properly come before the meeting, and any adjournment(s) or postponement(s) thereof.
The Board of Directors has approved a nominee for the Class II Director and recommends that you vote FOR her election to the Board of Directors. In addition, the Board of Directors recommends that you vote FOR the ratification of KPMG LLP’s
appointment, FOR the approval of the Company’s executive compensation, FOR the approval of holding future advisory votes on executive compensation EVERY YEAR, and FOR the approval of the amendment and restatement of the Company’s Stock Award Plan. The Board of Directors recommends that you vote AGAINST the stockholder proposal.
Dear Fellow Stockholders:
As a Company, we are committed to accelerating the shift in healthcare delivery – connecting people to care wherever they are and increasing access, quality, and affordability of healthcare with effortless solutions in point-of-care and self-testing diagnostics, sample collection innovation and services.
Since my arrival in June, we have been focused on our three-part transformation journey and have delivered significant progress on the priority to Strengthen our Foundation. To this end we had many successes in 2022 including making major improvements in our manufacturing operations to scale InteliSwab® COVID-19 self-testing while improving gross margins, re-setting our cost structure to potentially achieve cash flow breakeven ahead of schedule, and consolidating our two business units into One OraSure to unlock further efficiencies. These improvements have allowed us to begin generating significant cash in 2023 and have put us on the path to achieving cash flow breakeven for our core business, which is expected by the end of 2024.
Our stronger foundation sets the stage for us to increasingly Elevate our Core business through enhancing our existing product portfolio and launching new innovation. We are making progress in strategic partnerships, as well, and the future could include inorganic expansion opportunities as we look to utilize the cash generated from InteliSwab® to further Accelerate Profitable Growth.
While we are in the early stages of our strategic transformation, I am increasingly confident in our trajectory for success given our strong strategic position enabling decentralized healthcare, the commitment of our talented team, and the quality of our solutions and their underlying science and technology. Underpinning all of our actions, we will continue to adhere to our mantra of innovating and operating with disciplined execution and accountability. We will be holding our 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of OraSure Technologies, Inc. (the “Company”) on Tuesday, May 16, 2023 at 12:30 p.m. Eastern Time. Once again, this year’s Annual Meeting will be a virtual meeting, conducted as a live webcast. You will be able to attend the Annual Meeting online, vote your shares electronically if you wish, and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/OSUR2023.
On or about April 20, 2023, the Company will mail to its stockholders of record as of March 23, 2023, the record date for the Annual Meeting, a copy of this Proxy Statement, including the Notice of Annual Meeting of Shareholders (the “Notice”) and the proxy card, as well as the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”). At the Annual Meeting, you will be asked to (i) elect one Class II Director to serve on the Board of Directors until the Annual Meeting of Stockholders in 2026; (ii) ratify the appointment of KPMG LLP as our independent registered public accounting firm for the 2023 fiscal year; (iii) approve, by an advisory (non-binding) vote, the compensation of the Company’s named executive officers as disclosed in the proxy materials; (iv) approve, by an advisory (non-binding) vote, the frequency of future stockholder advisory votes on executive compensation; (v) approve an amendment and restatement of the OraSure Technologies, Inc. Stock Award Plan to increase the number of shares to be authorized for grant under the Plan by 3,000,000 shares and require that all awards granted thereunder generally be subject to a minimum vesting period of one year; (vi) to act on a stockholder proposal if properly presented at the Annual Meeting; and (vii) transact such other business as may properly come before the meeting, and any adjournment(s) or postponement(s) thereof.
The Board of Directors has approved a nominee for the Class II Director and recommends that you vote FOR her election to the Board of Directors. In addition, the Board of Directors recommends that you vote FOR the ratification of KPMG LLP’s
appointment, FOR the approval of the Company’s executive compensation, FOR the approval of holding future advisory votes on executive compensation EVERY YEAR, and FOR the approval of the amendment and restatement of the Company’s Stock Award Plan. The Board of Directors recommends that you vote AGAINST the stockholder proposal.
Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting online, we urge you to submit your vote as soon as possible. You will have the option to vote by telephone, via the internet, or by completing, signing, dating and returning a paper proxy card. Additional details on these options can be found in the Notice sent to you and in the other proxy materials. You may, of course, attend the Annual Meeting online and vote your shares during the meeting regardless of whether you have previously voted by phone, the internet or mail.
Thank you for your cooperation and your ongoing support of, and continued interest in, OraSure Technologies, Inc.
Sincerely yours,
Carrie Eglinton Manner
CEO & President
10-K ARS