Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On June 7, 2023, Bioventus Inc. (the "Company") held its 2023 annual meeting of stockholders (the "Annual Meeting"). At the Annual Meeting, stockholders of the Company approved the Bioventus Inc. 2023 Retention Equity Award Plan (the "2023 Plan"), pursuant to which 600,000 shares of the Company's Class A common stock will be reserved and made available for issuance in the form of restricted stock units to promote retention of certain critical employees of the Company.

You can find a summary of the principal features of the 2023 Plan in the definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 27, 2023 (the "Proxy Statement"), under the heading "Proposal 2: Approval of the Bioventus Inc. 2023 Retention Equity Award Plan". The summary of the 2023 Plan contained in the Proxy Statement is qualified in its entirety by the full text of the 2023 Plan, filed as Exhibit 10.1 to this Current Report on Form 8-K.

The Company's Board of Directors (the "Board") approved the 2023 Plan on April 17, 2023, subject to stockholder approval, and also approved on that date the form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Agreement related to the 2023 Plan, filed as Exhibit 10.2 to this Current Report on Form 8-K. To date, no awards have been granted under the 2023 Plan.

Item 5.07. Submission of Matters to a Vote of Security Holders.

A total of 69,516,229 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 Annual Meeting, representing approximately 88.78% of the outstanding Shares of Common Stock entitled to vote as a single class as of the April 12, 2023 record date.

The following proposals were voted upon at the Annual Meeting and the final voting results with respect to each such proposal are set forth below.



At the Annual Meeting, stockholders elected Class II directors to serve on the
Board until the annual meeting of stockholders to be held in 2026 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 of
Shares:

Nominee                       For          Withheld       Broker Non-Votes
John A. Bartholdson       59,864,373       977,795         8,674,061
Patrick J. Beyer          58,954,599     1,887,569         8,674,061
William A. Hawkins        58,254,590     2,587,578         8,674,061
Mary Kay Ladone           58,552,359     2,289,809         8,674,061
Susan M. Stalnecker       58,586,174     2,255,994         8,674,061

The stockholders also approved the 2023 Plan described in Item 5.02 above. The vote for this proposal was 56,572,588 Shares for, 3,974,778 Shares against, 294,802 Shares abstaining, and 8,674,061 broker non-votes.

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, 2023. The vote for such ratification was 69,411,882 Shares for, 83,460 Shares against, 20,887 Shares abstaining, and no broker non-votes.

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Item 9.01 Financial Statements and Exhibits.



(d)Exhibits.

  Exhibit No.             Description

  10.1                      Bioventus     Inc.     2023 Retention Equity Award Plan  .

  10.2                      Form of Restricted Stock Unit Award Grant Notice and Restricted Stock
                          Unit Agreement.

104                       Cover Page Interactive Data File (embedded within the Inline XBRL
                          document).

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