NAII Seeks Shareholder Approval for Equity Plan Expansion, Director Election

TL;DR

**NAII's asking for more shares for execs and a director re-election; vote 'for' if you trust management, 'against' if you're worried about dilution.**

AI Summary

Natural Alternatives International, Inc. (NAII) is holding its Annual Meeting of Stockholders on December 5, 2025, virtually at 11:00 AM Pacific Time. Key proposals include the election of one Class II director, an amendment to the 2020 Equity Incentive Plan to extend its term by five years and increase authorized shares by 550,000, and the ratification of Haskell & White LLP as the independent registered public accounting firm for fiscal year 2026. Stockholders will also vote on an advisory basis regarding named executive officer compensation and the frequency of future executive compensation votes. As of October 13, 2025, there were 6,176,778 shares of common stock issued and outstanding, with executive officers and directors holding 1,282,782 shares, representing approximately 20.8% of the voting power. The Board of Directors recommends voting 'for' all proposals and for the three-year option in Proposal 5.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Natural Alternatives International, Inc., directly impacting investor value and executive incentives. The proposed 550,000 share increase to the 2020 Equity Incentive Plan could lead to dilution for existing shareholders, while also potentially attracting and retaining key talent in a competitive nutritional supplement market. Ratifying Haskell & White LLP ensures continued financial oversight, and the advisory votes on executive compensation provide a mechanism for shareholder feedback on leadership's alignment with company performance. These decisions will shape NAII's strategic direction and operational stability against competitors in the health and wellness sector.

Risk Assessment

Risk Level: medium — The risk level is medium due to the proposed amendment to the 2020 Equity Incentive Plan, which seeks to increase authorized shares by 550,000. While intended for talent retention, this represents potential dilution for existing shareholders, impacting per-share earnings and ownership percentages. The executive officers and directors already control approximately 20.8% of the outstanding common stock, which could influence voting outcomes.

Analyst Insight

Investors should carefully review Proposal 2 regarding the 2020 Equity Incentive Plan. Consider the potential dilution from the additional 550,000 shares against the company's need to incentivize executives. Vote 'for' if you believe the long-term benefits of executive retention outweigh the short-term dilution, or 'against' if you prioritize minimizing dilution.

Executive Compensation

Key Numbers

• December 5, 2025 — Annual Meeting Date (Date of the virtual Annual Meeting of Stockholders)
• 11:00 AM Pacific Time — Annual Meeting Time (Scheduled start time for the virtual Annual Meeting)
• 550,000 — Additional Shares (Number of common shares proposed to be added to the 2020 Equity Incentive Plan)
• October 13, 2025 — Record Date (Date for determining stockholders entitled to vote at the Annual Meeting)
• 6,176,778 — Outstanding Shares (Total shares of common stock issued and outstanding as of the record date)
• 1,282,782 — Director/Officer Votes (Shares entitled to vote by executive officers and directors)
• 20.8% — Director/Officer Voting Power (Percentage of outstanding common stock held by executive officers and directors)
• 5 years — Plan Extension (Proposed extension of the 2020 Equity Incentive Plan term)
• 2026 — Fiscal Year (Fiscal year for which Haskell & White LLP is proposed as independent auditor)
• 1 — Director Election (Number of Class II directors to be elected)

Key Players & Entities

• NATURAL ALTERNATIVES INTERNATIONAL INC (company) — Registrant
• Mark A. LeDoux (person) — Chair of the Board and Chief Executive Officer
• Kenneth E. Wolf (person) — President, Chief Operating Officer, and Secretary
• Haskell & White LLP (company) — Independent registered public accounting firm
• Computershare (company) — Transfer agent
• Alan G. Dunn (person) — Class II Director nominee
• Laura Kay Matherly (person) — Class III Director
• Guru Ramanathan (person) — Class I Director
• SEC (regulator) — Securities and Exchange Commission
• $0.01 (dollar_amount) — Par value per share of common stock

FAQ

Industry Context

Natural Alternatives International, Inc. operates in the nutritional supplement industry, which is characterized by strong consumer demand for health and wellness products. The industry is competitive, with numerous players ranging from large multinational corporations to smaller specialized brands. Trends include increasing demand for scientifically backed ingredients, clean label products, and personalized nutrition solutions. Regulatory oversight from bodies like the FDA also plays a significant role in product development and marketing.

Regulatory Implications

The company operates under the purview of regulatory bodies such as the FDA, which governs the manufacturing, labeling, and marketing of dietary supplements. Compliance with Good Manufacturing Practices (GMPs) is critical. Changes in regulations or increased enforcement could impact product development, supply chain, and market access. The proposed amendment to the equity incentive plan, while internal, is subject to shareholder approval and corporate governance regulations.

What Investors Should Do

1. Vote on the election of one Class II director to the Board.
2. Approve the amendment to the 2020 Equity Incentive Plan to extend its term by five years and increase authorized shares by 550,000.
3. Ratify the appointment of Haskell & White LLP as the independent registered public accounting firm for fiscal year 2026.
4. Vote on an advisory basis regarding the compensation of Named Executive Officers.
5. Vote on an advisory basis regarding the frequency of future executive compensation votes (e.g., every one, two, or three years).

Key Dates

• 2025-12-05: Annual Meeting of Stockholders — Date for electing directors, approving plan amendments, ratifying auditors, and advisory votes on executive compensation and its frequency.
• 2025-10-13: Record Date — Determines which stockholders are entitled to vote at the Annual Meeting.
• 2026-06-30: Fiscal Year End — The fiscal year for which Haskell & White LLP is proposed as the independent registered public accounting firm.

Glossary

Class II director

A director elected for a specific term, typically three years, as part of a classified board structure where directors are divided into classes. (One Class II director is up for election at the Annual Meeting.)

2020 Equity Incentive Plan

A plan established in 2020 that allows the company to grant equity-based awards, such as stock options or restricted stock, to employees and directors. (The company is seeking to extend the plan's term by five years and increase the number of authorized shares by 550,000.)

Independent registered public accounting firm

An external audit firm that is independent of the company and registered with the Public Company Accounting Oversight Board (PCAOB) to perform audits of public companies. (Haskell & White LLP is proposed for ratification as the auditor for fiscal year 2026.)

Named executive officers (NEOs)

The top executive officers of a company, typically including the CEO, CFO, and other highest-paid executives, whose compensation is disclosed in detail in proxy statements. (Stockholders will vote on an advisory basis regarding the compensation of these officers.)

Proxy

A document or instruction authorizing another person to act as an agent for the shareholder, typically to vote shares at a shareholder meeting. (Shareholders are being asked to grant a proxy to company management to vote their shares if they cannot attend the meeting.)

Quorum

The minimum number of shares that must be represented at a meeting (in person or by proxy) for business to be legally transacted. (A majority of outstanding shares entitled to vote must be represented for the Annual Meeting to conduct business.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual Meeting. Specific comparative financial metrics from a previous filing (e.g., 2024 proxy statement) are not directly available within this document. However, the key proposals indicate ongoing corporate governance activities, including director elections, executive compensation reviews, and equity plan management, which are standard year-over-year processes for public companies.

Key Financial Figures

• $0 — 8 shares of our common stock, par value $0 .01 per share, were issued and outstand

Filing Documents

• naii20250929_def14a.htm (DEF 14A) — 401KB
• proxy_page1.jpg (GRAPHIC) — 155KB
• proxy_page2.jpg (GRAPHIC) — 167KB
• sig01.jpg (GRAPHIC) — 6KB
• 0001437749-25-031627.txt ( ) — 1697KB
• naii-20250630.xsd (EX-101.SCH) — 4KB
• naii-20250630_def.xml (EX-101.DEF) — 2KB
• naii-20250630_lab.xml (EX-101.LAB) — 2KB
• naii-20250630_pre.xml (EX-101.PRE) — 1KB
• naii20250929_def14a_htm.xml (XML) — 68KB

From the Filing

naii20250929_def14a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for use of the Commission Only ( as permitted by Rule 14a-6(e)(2) ) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 NATURAL ALTERNATIVES INTERNATIONAL, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NATURAL ALTERNATIVES INTERNATIONAL, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Date: Friday, December 5, 2025 Time: 11:00 AM Pacific Time Place: https://meetnow.global/M25L7YJ To our Stockholders: You are cordially invited to attend the Annual Meeting of Stockholders of Natural Alternatives International, Inc. We are holding this year's Annual Meeting solely online via live webcast. You will not be able to attend physically in person. You will be able to attend the Annual Meeting online, listen to the Meeting, vote your shares electronically and submit your questions prior to and during the meeting. You may attend the meeting by visiting: https://meetnow.global/M25L7YJ at the date and time of the meeting. If you own your shares through our transfer agent, Computershare, follow the instructions on your proxy card to access the meeting. No advance registration is necessary. If you do not hold your shares with our transfer agent Computershare, you have two options to attend the Annual Meeting. 1) Registration in advance of the Annual Meeting To register, submit proof of your Natural Alternatives International common stock holdings along with your name and email address to our transfer agent by email to: l egalproxy@computershare.com , or by mail to Computershare, Natural Alternatives International, Inc., Legal Proxy, P.O. Box 43001, Providence, RI 02940-3001. 2) Registration at the Annual Meeting You may register online at the Annual Meeting to attend, ask questions, and vote. We expect that the vast majority will be able to fully participate using the control number received with their proxy card. Please note, however, that this option is intended to be provided as a convenience only, and there is no guarantee this option will be available. The inability to access this option shall in no way impact the validity of the Annual Meeting. To ensure your ability to participate, you may choose the Register in Advance of the Annual Meeting (see option above). At the meeting, we will ask Shareholders to consider and act upon the following matters: 1. To elect one director to serve in Class II until the next meeting of stockholders held to elect Class II directors and until their respective successors are elected and qualified; 2. To approve an amendment to our 2020 Equity Incentive Plan (the "2020 Plan") to extend its term by an additional five years and increase the number of shares of common stock authorized for issuance thereunder by 550,000; 3. To ratify the selection of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026; 4. To approve on an advisory basis, the compensation of the Company's named executive officers as disclosed in this proxy statement; 5. To approve on an advisory basis, how frequently stockholders will vote on our executive compensation; and 6. To transact such other business as may properly come before the meeting or any adjournments thereof. The foregoing matters are more fully described in the proxy statement accompanying this notice. Stockholders of record at the close of business on October 13, 2025, the record date fixed by the Board of Directors, are entitled to notice of and to vote at the meeting and at any adjournments thereof. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON DECEMBER 5, 2025: Our proxy statement and annual report to stockholders are both available on-line at http://www.nai-online.com/our-company/investors/. Your vote is important . Whether or not you plan to attend the meeting, we urge you to vote your shares at your earliest convenience. This will help ensure the presence of a quorum at the meeting. Promptly voting your shares by telephone, by Internet, or by signing, dating, and returning the enclosed proxy card will save us the expense and extra work of additional solicitation. Voting your shares by telephone or by Internet will further help us reduce the costs of solicitation. A pre-addressed envelope for which no postage i

View Full Filing

View this DEF 14A filing on SEC EDGAR