NTIC 8-K: Leadership, Compensation, Shareholder Vote Updates
Ticker: NTIC · Form: 8-K · Filed: Jan 19, 2024 · CIK: 875582
| Field | Detail |
|---|---|
| Company | Northern Technologies International CORP (NTIC) |
| Form Type | 8-K |
| Filed Date | Jan 19, 2024 |
| Risk Level | medium |
| Pages | 4 |
| Reading Time | 5 min |
| Key Dollar Amounts | $0.02 |
| Sentiment | neutral |
Complexity: simple
Sentiment: neutral
Topics: corporate-governance, executive-compensation, shareholder-vote
TL;DR
**NTIC just filed an 8-K detailing executive changes, new pay, and shareholder votes.**
AI Summary
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION filed an 8-K on January 19, 2024, to report on three key items: changes in directors or officers, new compensatory arrangements for officers, and matters submitted to a vote of security holders. This filing indicates potential shifts in leadership and executive compensation, which could impact the company's strategic direction and financial performance. Investors should pay attention to these changes as they might signal new corporate governance strategies or a response to recent performance, potentially affecting future stock value.
Why It Matters
Changes in leadership and executive compensation can signal strategic shifts or responses to performance, directly influencing investor confidence and the company's future direction.
Risk Assessment
Risk Level: medium — Changes in leadership and compensation can introduce uncertainty, but the filing itself doesn't detail negative events, making it a moderate risk.
Analyst Insight
Investors should monitor subsequent filings for specific details on the reported changes in leadership, compensation, and shareholder votes, as these will provide concrete insights into the company's future direction and potential impact on stock performance.
Key Numbers
- 001-11038 — Commission File Number (identifies the company's filings with the SEC)
- 41-0857886 — IRS Employer Identification No. (unique tax identification for the company)
- 20240119 — Filing Date (the date the 8-K was filed with the SEC)
Key Players & Entities
- NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION (company) — the registrant filing the 8-K
- January 19, 2024 (date) — date of earliest event reported and filing date
- Delaware (company) — state of incorporation for NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
- 001-11038 (dollar_amount) — Commission File Number
- 41-0857886 (dollar_amount) — IRS Employer Identification No.
Forward-Looking Statements
- The company will announce specific details regarding the departure or election of directors and officers, as well as new compensatory arrangements. (NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION) — high confidence, target: Q1 2024
- Further details on the matters submitted to a vote of security holders will be disclosed in subsequent filings or shareholder communications. (NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION) — medium confidence, target: Q2 2024
FAQ
What is the primary purpose of this 8-K filing by NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION?
The primary purpose of this 8-K filing is to report on three specific items: 'Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers', 'Submission of Matters to a Vote of Security Holders', and 'Financial Statements and Exhibits', all occurring on January 19, 2024.
What is the earliest event reported in this 8-K filing?
The earliest event reported in this 8-K filing occurred on January 19, 2024, as stated in the 'Date of Report (Date of earliest event reported): January 19, 2024' section.
Where is NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION incorporated?
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION is incorporated in Delaware, as indicated by 'Delaware (State or other jurisdiction of incorporation)' in the filing.
What is the business address of NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION?
The business address of NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION is 4201 Woodland Road, P.O. Box 69, Circle Pines, Minnesota, 55014, as listed in the filing.
What is the telephone number for NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION?
The telephone number for NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION is (763) 225-6600, as provided in the filing.
Filing Stats: 1,323 words · 5 min read · ~4 pages · Grade level 13.2 · Accepted 2024-01-19 16:37:29
Key Financial Figures
- $0.02 — ch registered Common stock, par value $0.02 per share NTIC Nasdaq Global Market
Filing Documents
- f8k_011924.htm (8-K) — 43KB
- exh_101.htm (EX-10.1) — 151KB
- exh_102.htm (EX-10.2) — 54KB
- exh_103.htm (EX-10.3) — 50KB
- exh_104.htm (EX-10.4) — 44KB
- 0001171843-24-000312.txt ( ) — 593KB
- ntic-20240119.xsd (EX-101.SCH) — 3KB
- ntic-20240119_lab.xml (EX-101.LAB) — 34KB
- ntic-20240119_pre.xml (EX-101.PRE) — 22KB
- f8k_011924_htm.xml (XML) — 3KB
07. Submission of Matters to a Vote of Security Holders
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: 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
01. Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description 10.1 Northern Technologies International Corporation 2024 Stock Incentive Plan (filed herewith) 10.2 Form of Incentive Stock Option Agreement for use with the Northern Technologies International Corporation 2024 Stock Incentive Plan (filed herewith) 10.3 Form of Non-Statutory Stock Option Agreement for use with the Northern Technologies International Corporation 2024 Stock Incentive Plan (filed herewith) 10.4 Form of Restricted Stock Unit Award Agreement for use with the Northern Technologies International Corporation 2024 Stock Incentive Plan (filed herewith) 104 The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL (filed herewith) 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