Bioventus Inc.

8-K · bvs-20260603.htm iXBRL

0001665988 2026-06-03 2026-06-03

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549

  

 FORM  8-K

  

 CURRENT REPORT
 Pursuant to Section 13 or 15(d)
 of the Securities Exchange Act of 1934
 Date of Report (Date of earliest event reported): June 3, 2026

  

 Bioventus Inc.
 (Exact name of registrant as specified in charter)

  

 Delaware
  
 001-37844
  
 81-0980861

 (State or other jurisdiction
 of incorporation)
  
 (Commission
 File Number)
  
 (IRS Employer
 Identification Number)

 4721 Emperor Boulevard , Suite 100
 Durham , North Carolina 27703
 (Address of principal executive offices) (Zip Code)
 Registrant’s telephone number, including area code: ( 919 )  474-6700
 N/A
 (Former name or former address, if changed since last report)

  

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 ☐     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 ☐     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 ☐     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17     CFR 240.14d-2(b))
 ☐     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class
  
 Trading
 Symbol(s)
  
 Name of each exchange
 on which registered

 Class A common Stock, $0.001 par value per share
  
 BVS
  
 The Nasdaq Global Select Market

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company  ☒
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☒

 Item 5.07.    Submission of Matters to a Vote of Security Holders.
 Bioventus, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) on June 3, 2026. A total of 75,279,174 shares (the “Shares”) of both Class A common stock and Class B common stock (collectively, the “Common Stock”) were present in person or represented by proxy at the 2026 Annual Meeting, representing approximately 90.23% of the outstanding Shares of Common Stock entitled to vote as a single class as of the April 6, 2026 record date.
 The following proposals were voted upon at the 2026 Annual Meeting and the final voting results with respect to each such proposal are set forth below.
 At the 2026 Annual Meeting, the stockholders elected the following directors to serve on the Company’s Board of Directors until the 2027 annual meeting of stockholders and until each such director’s respective successor is elected and qualified, or until each such director’s death, resignation or removal, based on the following votes:

 Nominee
 For
 Withheld
 Broker Non-Votes

 William A. Hawkins
 67,405,961 

 1,128,994 

 6,744,219 

 John A. Bartholdson
 68,365,980 

 168,975 

 6,744,219 

 Patrick J. Beyer
 68,062,114 

 472,841 

 6,744,219 

 Robert E. Claypoole
 68,360,467 

 174,488 

 6,744,219 

 Philip G. Cowdy
 67,748,512 

 786,443 

 6,744,219 

 Ajay Dhankhar
 68,459,149 

 75,806 

 6,744,219 

 Mary Kay Ladone
 67,160,936 

 1,374,019 

 6,744,219 

 Michelle McMurry-Heath
 68,073,685 

 461,270 

 6,744,219 

 Guido J. Neels
 68,049,659 

 485,296 

 6,744,219 

 Guy P. Nohra
 67,767,651 

 767,304 

 6,744,219 

 Susan M. Stalnecker
 68,060,987 

 473,968 

 6,744,219 

 Martin P. Sutter
 61,710,650 

 6,824,305 

 6,744,219 

 The stockholders also ratified the appointment of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The vote for such ratification was 75,228,481 Shares for, 5,021 Shares against, 45,672 Shares abstaining, and no broker non-votes.

 SIGNATURES
 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
  

 BIOVENTUS INC.

 Date: June 4, 2026
 By:
 /s/ Anthony D’Adamio

 Anthony D’Adamio
 Senior Vice President and General Counsel