UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 19, 2024, the stockholders of Northern Technologies International Corporation (the “Company”), upon recommendation of the Board of Directors of the Company (the “Board”), approved the Northern Technologies International Corporation 2024 Stock Incentive Plan (the “2024 Plan”) at the 2024 annual meeting of stockholders, which 2024 Plan replaced the Northern Technologies International Corporation Amended and Restated 2019 Stock Incentive Plan (the “2019 Plan”). The Board previously approved the 2024 Plan on November 9, 2023, subject to approval by the Company’s stockholders.
The 2024 Plan became effective immediately upon approval by the Company’s stockholders and will expire on January 18, 2034, unless terminated earlier. The 2024 Plan permits the Board, or a committee thereof, to grant to eligible employees, non-employee directors, consultants, advisors and independent contractors of the Company non-statutory and incentive stock options, stock appreciation rights, restricted stock awards, restricted stock units, deferred stock units, performance awards, non-employee director awards, and other stock-based awards. The Board, or committee thereof, may select 2024 Plan participants and determine the nature and amount of awards to be granted.
Subject to adjustment as provided in the 2024 Plan, the maximum number of shares of Company common stock available for issuance under the 2024 Plan is (i) 800,000 shares of Company common stock; plus (ii) the number of shares of Company common stock remaining available for issuance under the 2019 Plan but not subject to outstanding awards under the 2019 Plan as of January 19, 2024; plus (iii) the number of additional shares of Company common stock subject to awards outstanding under the 2019 Plan as of January 19, 2024 but only to the extent that such outstanding awards are forfeited, cancelled, expire, or otherwise terminate without the issuance of such shares of Company common stock after January 19, 2024.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the text of the 2024 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the 2024 Plan can be found in “Proposal Four—Approval of Northern Technologies International Corporation 2024 Stock Incentive Plan” in the definitive proxy statement for the Company’s 2024 annual meeting of stockholders filed with the Securities and Exchange Commission on December 4, 2023 (the “2024 Proxy Statement”), which description is incorporated by reference herein.
Additionally, the Board approved forms of award agreements for use in granting incentive stock options, non-statutory stock options and restricted stock units under the 2024 Plan. These forms are filed as Exhibits 10.2, 10.3 and 10.4 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On January 19, 2024, the Company held an Annual Meeting of Stockholders (the “2024 Annual Meeting”). As of the close of business on November 21, 2023, the record date for the 2024 Annual Meeting, there were 9,427,599 shares of common stock outstanding and entitled to vote at the 2024 Annual Meeting. Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 6,466,119 shares of common stock entitled to vote at the 2024 Annual Meeting, representing 68.58% of the outstanding shares of common stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the 2024 Annual Meeting.
At the 2024 Annual Meeting, the Company’s stockholders considered four proposals, each of which is set forth below and described in more detail in the Company’s definitive proxy statement for the 2024 Proxy Statement.
The final results of the stockholder vote at the 2024 Annual Meeting on each proposal brought before the Company’s stockholders were as follows:
| Proposal One - | The eight director nominees proposed by the Board were elected to serve as members of the Board until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified by the following final voting results: |
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Votes For |
Votes Withheld |
Broker Non-Votes | ||||
| Nancy E. Calderon | 5,249,023 | 202,968 | 1,014,128 | |||
| Sarah E. Kemp | 5,365,008 | 86,983 | 1,014,128 | |||
| Sunggyu Lee, Ph.D. | 5,395,736 | 56,255 | 1,014,128 | |||
| G. Patrick Lynch | 5,437,953 | 14,038 | 1,014,128 | |||
| Ramani Narayan, Ph.D. | 5,438,383 | 13,608 | 1,014,128 | |||
| Richard J. Nigon | 5,290,366 | 161,625 | 1,014,128 | |||
| Cristina Pinho | 5,408,956 | 43,035 | 1,014,128 | |||
| Konstantin von Falkenhausen | 5,320,318 | 131,673 | 1,014,128 | |||
| Proposal Two - | The compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement, was approved, on an advisory basis, by the following final voting results: |
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
| 4,682,193 | 762,799 | 6,999 | 1,014,128 |
| Proposal Three - | The ratification of the appointment of Baker Tilly US, LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 31, 2024 was approved by the following final voting results: |
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
| 6,432,916 | 25,632 | 7,571 | 0 |
| Proposal Four - | The Northern Technologies International Corporation 2024 Stock Incentive Plan was approved by the following final voting results: |
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Votes For |
Votes Against |
Votes Abstained |
Broker Non-Votes |
| 4,476,455 | 737,650 | 237,886 | 1,014,128 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NORTHERN TECHNOLOGIES | |||
| INTERNATIONAL CORPORATION | |||
| By: | /s/ Matthew C. Wolsfeld | ||
| Matthew C. Wolsfeld | |||
| Chief Financial Officer and Corporate Secretary | |||
| Date: January 19, 2024 |