OraSure Technologies, Inc. (NASDAQ:OSUR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


OraSure Technologies, Inc. (NASDAQ:OSUR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

Executive Compensation Arrangements

On May16, 2017, the Board of Directors (the Board) of OraSure
Technologies, Inc. (the Company) approved the terms of the
Companys 2017 Incentive Plan (the 2017 Incentive Plan), based on
the recommendation of the Compensation Committee of the Board
(the Committee).

The 2017 Incentive Plan combines and supersedes the Companys 2017
Management Incentive Plan (the 2017 MIP), the terms of which were
previously disclosed in a Current Report filed by the Company on
February24, 2017, and the 2017 Management and Employee Incentive
Plan (the 2017 MEIP) adopted by the Companys wholly-owned
subsidiary, DNA Genotek, Inc. (DNAG). The 2017 MIP and the 2017
MEIP provided for the payment of incentive cash bonuses to the
management of each company and were combined in the 2017
Incentive Plan in order to reflect the recent restructuring of
the Company and DNAG to operate as a single global organization.

The terms of the 2017 Incentive Plan are essentially the same as
the 2017 Management Incentive Plan, except that the level of
bonus pool funding and the aggregate dollar amount of incentive
cash bonus payable for 2017 performance will be increased to
reflect the addition of participants from DNAG.

to the 2017 Incentive Plan, incentive cash bonuses may be paid
out of a cash pool to be funded based on the Companys achievement
of certain consolidated financial objectives. For 2017, specific
financial objectives were established for consolidated revenues
and operating income. These objectives will each be weighted at
50% in determining the pool funding amount. The impact of
acquisitions and divestitures, exchange rate fluctuations and new
litigation will be excluded in calculating consolidated revenues
and operating income for purposes of determining bonus pool

Under the 2017 Incentive Plan, Threshold, Target, High and
Maximum performance levels have been established for each of the
financial objectives to be used to fund the bonus pool. The
Threshold levels represent the Companys actual consolidated
financial results for 2016. The Target levels reflect the
Companys annual budget or operating plan for 2017. The High and
Maximum performance levels represent performance at 105% and 110%
of the results reflected in the Companys 2017 operating plan,

Subject to Board approval, adjustments to the financial
objectives may be made, where deemed appropriate, to reflect
unexpected events, circumstances or market conditions.

Funding of the Bonus Pool. If the Company meets
the Target performance levels for each of the objectives, then
the pool would be funded at 50% of the aggregate target bonuses
for all participants in the 2017 Incentive Plan, which currently
is approximately $2.77 million. If only the Threshold performance
levels are achieved, then the pool would be funded at 50% of
those aggregate target bonuses or approximately $1.385 million.
If the High performance levels are achieved, then the pool would
be funded at 150% of those aggregate target bonuses or
approximately $4.155 million. If the Company achieves a Maximum
performance level, the pool can be funded up to 200% of the
aggregate target bonuses or approximately $5.54 million.

Performance below Threshold will accrue no bonus pool funding for
the applicable objective. Thus, management must deliver
performance above our actual 2016 consolidated financial results
in order to receive funding for a particular objective.
Performance between Threshold and Target, Target and High and
High and Maximum performance levels, will result in pro-rated
funding on a linear basis for the applicable objectives.


The Committee and the Board have the discretion to approve bonus
pool funding less than or in excess of amounts generated by the
formula set forth in the 2017 MIP; provided that any such
discretionary adjustments to pool funding shall be limited to /-
10% of the pool amount otherwise determined by the plans
self-funding formula.

Payments from the Bonus Pool. Specific bonus
payments from the pool to the Companys senior management (other
than the Chief Executive Officer (CEO) and Chief Financial
Officer/Chief Operating Officer (CFO/COO)) will generally depend
on an evaluation of the participants achievement of individual
performance objectives for 2017. Bonus payments for the CEO and
CFO/COO will be based on an assessment of the Companys overall
performance. Bonus payments will be based on target bonus
amounts, which are expressed as a percentage of annual base
salary. Targets for the Companys named executive officers are set
forth below, were established with input from an independent
executive compensation consultant engaged by the Committee, and
are similar to bonus targets offered at medical diagnostic and
healthcare companies comparable to the Company.




President and CEO 70%
Executive Vice President and the Senior Vice President of
Senior Vice President 35%

Based on an assessment of performance, as described above, bonus
payments of 50% of target may be awarded for a Meets Requirements
assessment, bonus payments of 101% – 125% of target may be
awarded for an Exceeds Requirements assessment and bonus payments
of 125% – 150% of target may be awarded for an Outstanding
assessment. Awards may be adjusted on a pro rata basis as
determined in the Committees or Boards discretion to the extent
any participant is employed for only a portion of the year.

The Committee recommends for Board approval any bonus awards for
the CEO and CFO/COO. The CEO recommends individual awards for the
other executive officers for approval by the Committee. The
Committee and the Board shall have the right, in their sole
discretion, to reject any or all of the recommended bonus awards
or approve different bonus awards, even if the bonus pool has
been funded and any and all applicable performance criteria have
or have not been satisfied, based on the business conditions of
the Company or other factors deemed relevant by the Committee or
Board. All bonus awards under the 2017 Incentive Plan are subject
to the Companys Compensation Recoupment Policy (i.e. clawback

Item5.07 – Submission of Matters to a Vote of Security

The following is a summary of the items considered by
stockholders and the corresponding voting results at the Companys
Annual Meeting of Stockholders held on May16, 2017:

Item1 – Election of Two Class II Directors for Terms
Ending in 2020.


Votes For


Broker Non-Votes

Ronny B. Lancaster

41,806,922 1,667,227 9,684,315

Ronald H. Spair

38,873,350 4,600,799 9,684,315


Item2 Proposal to Ratify the Appointment of KPMG LLP as the
Companys Independent Registered Public Accounting Firm for
Fiscal Year 2017.

Votes For

Votes Against



133,420 65,450

Item3- Proposal to Approve an Advisory (Non-Binding)
Resolution on the Companys Executive Compensation.

Votes For

Votes Against


Broker Non-Votes


1,409,223 68,600 9,684,315

Item4- Proposal on Frequency of Future Advisory
(Non-Binding) Votes on Executive Compensation.

3 Years

2 Years

Every Year


Broker Non-Votes


149,942 35,593,992 42,280 9,684,315

Item5- Proposal to Approve the Companys Amended and
Restated Stock Award Plan.

Votes For

Votes Against


Broker Non-Votes


5,369,122 71,747 9,684,315


About OraSure Technologies, Inc. (NASDAQ:OSUR)

OraSure Technologies, Inc. (OraSure) is involved in the development, manufacture, marketing and sale of oral fluid diagnostic products and specimen collection devices using its technologies, as well as other diagnostic products, including immunoassays and other in vitro diagnostic tests that are used on other specimen types. The Company also manufactures and sells medical devices used for the removal of benign skin lesions by cryosurgery or freezing. Its diagnostic products include tests, such as OraQuick Rapid HIV Test, OraQuick In-Home HIV Test, OraQuick HIV Self-Test, OraQuick HCV Rapid Antibody Test, OraQuick Ebola Rapid Antigen Test, OraSure QuickFlu Rapid Flu A&B Test, OraSure Collection Device, Molecular Collection Systems, Cryosurgical Systems (Skin Lesion Removal Products), Immunoassay Tests and Reagents, Western blot HIV-1 Confirmatory Test and Q.E.D. Saliva Alcohol Test. Its products are sold in the United States and internationally to clinical laboratories and hospitals.

OraSure Technologies, Inc. (NASDAQ:OSUR) Recent Trading Information

OraSure Technologies, Inc. (NASDAQ:OSUR) closed its last trading session up +0.17 at 14.52 with 1,017,910 shares trading hands.

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