Independent
Tenure on this board
1.2 yrs
6 nominees · 4 ballot items.
BioVie stockholders will vote on the election of six directors, ratification of EisnerAmper LLP as independent auditor, approval of an amendment and restatement of the 2019 Omnibus Equity Incentive Plan to increase available shares from 399,509 to 3,100,000, and any other business properly brought before the meeting.
Elect six nominees—Amy Chappell, James Lang, Cuong Do, Kameel Farag, Sigmund Rogich, and Michael Sherman—to serve until the next annual meeting and until their successors are elected and qualified.
Ratify the Audit Committee’s appointment of EisnerAmper LLP as BioVie’s independent registered public accounting firm for the fiscal year ending June 30, 2027.
Approve an amendment and restatement of the 2019 Plan increasing shares available for awards from 399,509 to 3,100,000 shares.
Proposal 3 asks stockholders to approve the 2026 amendment and restatement of BioVie’s 2019 Omnibus Equity Incentive Plan. The amendment would increase shares available for future awards from 399,509 to 3,100,000. The requested pool equals approximately 27% of fully diluted shares based on the company’s stated calculation as of August 31, 2026. BioVie says the additional capacity is needed to continue granting equity to key management employees, non-employee directors, and consultants. Management argues that equity awards help attract, retain, and motivate personnel while aligning their interests with stockholders. The proposal also seeks stockholder approval under the Plan’s terms and to satisfy Nasdaq Capital Market requirements. The company reports that 2,785,663 shares are already subject to outstanding options and restricted stock units and estimates that the expanded pool could support grants through approximately 2028. The amended plan would authorize options, restricted stock, restricted stock units, performance awards, unrestricted stock, and stock appreciation rights, subject to stated limits and administration by a board committee. If stockholders reject the proposal, the amendment will not become effective and the available share reserve will remain at 399,509. The Board unanimously recommends voting FOR the amendment and restatement.
Authorize the proxy holders to transact any other business that may properly come before the Annual Meeting or any adjournment or postponement.
The proxy includes a customary authorization covering other business that may properly come before the Annual Meeting. It is not a separately described substantive transaction or governance action known to the company at the time of filing. The provision allows the named proxy holders to vote shares using their best judgment if another matter is properly presented. BioVie states that the Board knows of no other matters expected to be considered besides the director election, auditor ratification, and equity plan proposal. The authorization applies to the Annual Meeting and any adjournment or postponement. It gives management flexibility to address procedural or unforeseen matters that satisfy applicable meeting requirements. The company does not identify any shareholder proponent or separate supporting rationale for this item. The Board’s general proxy instructions support voting in accordance with the Board’s recommendation, and the filing states that any other properly presented matter will be handled at the proxy holders’ discretion. Because no specific additional matter is disclosed, stockholders cannot evaluate a defined substantive proposal under this item. The practical effect is to grant discretionary voting authority rather than seek approval of a separately articulated corporate action.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | MORGAN STANLEY | 8.03% | 605,471 | $1M |
| 2 | Diametric Capital, LP | 3.40% | 256,636 | $498K |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 1.70% | 127,918 | $248K |
| 4 | CITADEL ADVISORS LLC | 1.27% | 95,952 | $186K |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 0.94% | 70,906 | $138K |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 0.74% | 55,451 | $108K |
| 7 | PHILADELPHIA TRUST CO | 0.66% | 50,010 | $97K |
| 8 | VANGUARD FIDUCIARY TRUST CO | 0.50% | 37,557 | $73K |
| 9 | PRELUDE CAPITAL MANAGEMENT, LLC | 0.43% | 32,583 | $63K |
| 10 | NORTHERN TRUST CORP | 0.29% | 21,820 | $42K |
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