biote Corp-A 2024年度报告

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held on Tuesday, May 13, 2025 at 10:00 a.m. Central Time Dear Stockholders of biote Corp.: On behalf of our Board of Directors (the “Board of Directors” or “Board”), it is our pleasure to invite you to attendthe 2025 annual meeting of stockholders (the “Annual Meeting”) of biote Corp., a Delaware corporation (“Biote,”“Company,” “we,” “us,” and “our”), which will be held virtually on Tuesday, May 13, 2025 at 10:00 a.m.CentralTime via live webcast on the Internet at www.proxydocs.com/BTMD, for the following purposes, as more fullydescribed in the accompanying proxy statement: 1.To elect two Class III directors, Marc D. Beer and Bret Christensen, each to serve until our 2028annual meeting of stockholders and until their successors are duly elected and qualified or until theirearlier death, resignation or removal;2.To ratify the appointment of Deloitte & Touche LLP as our independent registered public accountingfirm for the fiscal year ending December 31, 2025; and3.To transact such other business as may properly come before the Annual Meeting or any adjournmentsor postponements thereof. The Annual Meeting will be held in a virtual-only meeting format, via live video webcast that will providestockholders with the ability to attend and participate in the Annual Meeting, vote their shares, and ask questions.Only stockholders of record and beneficial owners of shares of our common stock as of the close of business onMarch 24, 2025 (the “Record Date”) may attend and participate in the Annual Meeting, including voting andasking questions during the Annual Meeting. To attend the Annual Meeting, you must visit www.proxydocs.com/BTMD. Upon entry of your control numberand other required information, you will receive further instructions via email, that provides you access to theAnnual Meeting and to vote and submit questions during the Annual Meeting. As part of the attendance process,you must enter the control number located on your proxy card or voting instruction form. If you are a beneficialowner of shares registered in the name of a broker, bank, or other nominee, you may also need to provide theregistered name on your account and the name of your broker, bank, or other nominee as part of the attendanceprocess. The Annual Meeting will begin promptly at 10:00 a.m.Central Time on May 13, 2025. We encourageyou to access the Annual Meeting webcast prior to the start time. Online check-in will begin at 9:45 a.m. CentralTime, and you should allow ample time for the check-in procedures. The accompanying proxy statement provides detailed information about the Annual Meeting. We encourage youto read the proxy statement carefully and in its entirety. A complete list of our stockholders of record will beavailable for examination on a reasonably accessible electronic network by any stockholder for any purposegermane to the Annual Meeting for a period of 10 days ending on the day before the Annual Meeting date. By Order of the Board of Directors Irving, TexasApril 3, 2025 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE2025 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 13, 2025:The 2025 Proxy Statement and the Annual Report on Form 10-K for the year ended December 31, 2024are available at: www.proxydocs.com/BTMD. YOUR VOTE IS IMPORTANT You will not be able to attend the Annual Meeting in person. Whether or not you expect to virtually attendthe Annual Meeting, you are urged to cast your vote as soon as possible. You may vote your shares via theInternet or via a toll-free telephone number by following the instructions on the proxy card or the votinginstruction card you received, as applicable. In addition, you can also vote by mail by following theinstructions on the proxy card or the voting instruction card. Submitting a proxy or voting instructioncard will not prevent you from attending the Annual Meeting and voting electronically, if you so desire.Please note, however, that if your shares are held of record by a broker, bank or other nominee and youwish to vote electronically at the Annual Meeting, you must obtain a legal proxy from your broker, bank,or other nominee and submit a copy in advance of the Annual Meeting. Even if you plan to attend theAnnual Meeting, we recommend that you submit your proxy or voting instructions in advance of theAnnual Meeting as described above so that your vote will be counted if you later decide not to attend orare unable to attend the Annual Meeting. Voting in advance of the Annual Meeting will not limit yourright to change your vote or to attend the Annual Meeting. TABLE OF CONTENTS QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING. . . . . . . . . .1PROPOSAL 1 ELECTION OF DIRECTORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .7INFORMATION REGARDING DIRECTOR NOMINEES AND CURRENT DIRECTORS. . . . . . .8INFORMATION REGARDING THE BOARD OF DIRECTORS AND COR