Bioventus Inc. (NASDAQ:BVS), a medical device company, announced significant changes to its corporate governance structure following its annual stockholders meeting held on June 11, 2024. The company, which specializes in surgical and medical instruments, disclosed in a recent SEC filing that its stockholders approved an amendment to declassify the company's board of directors.
Previously, Bioventus had a staggered board, where directors were divided into classes serving overlapping three-year terms. With the newly approved amendment, all directors will be elected annually after their current terms expire. This transition will be complete by the 2026 annual meeting, when the entire board will stand for election on an annual basis.
In addition, the amendment allows for directors to be removed with or without cause by a majority vote of the company's shareholders, effective with the 2026 annual meeting. The board had previously approved these changes, contingent on shareholder approval, which has now been granted.
The company's board also approved an amendment and restatement of the bylaws to align with the declassification amendment. These changes are expected to take effect when Bioventus files a certificate of amendment to its charter with the Secretary of State of Delaware, which the company intends to do promptly.
At the same meeting, shareholders elected three Class III directors to serve until the 2025 annual meeting and ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024.
The votes on the declassification were overwhelmingly in favor, with 61,439,110 shares supporting the amendment, 135,200 against, and 22,572 abstentions, alongside 9,626,149 broker non-votes. The directors elected received a substantial majority, with the least votes for a director being 59,713,846 for and 1,883,036 withheld, along with 9,626,149 broker non-votes.
Bioventus, headquartered in Durham, North Carolina, is recognized under the surgical and medical instruments category with the SIC code 3841. The company's recent SEC filing provides the basis for these governance changes, reflecting a move towards greater accountability and responsiveness to shareholders.
In other recent news, Bioventus Inc. reported a strong first quarter in 2024, with a 15% organic revenue growth following a strategic divestiture. The company's HA business, especially the DUROLANE single-injection therapy, saw significant volume growth. Revenues for the quarter reached $129 million, marking a 9% year-over-year increase, and adjusted EBITDA rose by 33% to $23 million.
In light of these developments, Bioventus has raised its full-year 2024 financial outlook. The company now anticipates net sales between $535 million and $550 million, adjusted EBITDA from $94 million to $99 million, and adjusted earnings per share ranging from $0.25 to $0.33.
Despite facing CMS pricing headwinds, Bioventus has strategies to manage the impact and expects to see high single-digit to double-digit growth in HA revenue for 2024. The company also plans to further reduce its net leverage ratio and increase EBITDA, aiming to accelerate revenue growth, profitability, and cash flow to boost shareholder value.
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