Northern Technologies Intl Corp Files Definitive Proxy Statement
Ticker: NTIC · Form: DEF 14A · Filed: Dec 2, 2024 · CIK: 875582
Sentiment: neutral
Topics: proxy-statement, governance, shareholder-meeting
TL;DR
NTIC just dropped its proxy statement - shareholders vote soon on exec pay & board.
AI Summary
Northern Technologies International Corporation filed its definitive proxy statement on December 2, 2024, for the fiscal year ending August 31, 2024. The filing details information related to the company's annual meeting and matters presented to shareholders, including executive compensation and board nominations. The company is based in Circle Pines, MN.
Why It Matters
This filing provides shareholders with crucial information regarding company governance, executive compensation, and voting matters, enabling informed participation in the company's annual meeting.
Risk Assessment
Risk Level: low — This is a routine filing of a definitive proxy statement, which is standard corporate procedure and does not inherently indicate new risks.
Key Numbers
- 0831 — Fiscal Year End (Indicates the end of the company's financial reporting period.)
- 20241202 — Filing Date (The date the definitive proxy statement was submitted to the SEC.)
Key Players & Entities
- NORTHERN TECHNOLOGIES INTERNATIONAL CORP (company) — Registrant
- 4201 WOODLAND ROAD (address) — Business and Mailing Address
- CIRCLE PINES (location) — City
- MN (location) — State
- 0831 (date) — Fiscal Year End
- 20241202 (date) — Filing Date
FAQ
What is the purpose of a DEF 14A filing?
A DEF 14A filing, or Definitive Proxy Statement, is used by companies to solicit proxies from shareholders for an upcoming annual or special meeting. It provides detailed information about matters to be voted on, such as director elections, executive compensation, and other corporate proposals.
When is the fiscal year end for Northern Technologies International Corp?
The fiscal year end for Northern Technologies International Corp is August 31 (0831).
What is the filing date of this proxy statement?
This definitive proxy statement was filed on December 2, 2024 (20241202).
Where is Northern Technologies International Corp located?
Northern Technologies International Corp is located at 4201 Woodland Road, PO Box 69, Circle Pines, MN 55014.
What type of SEC filing is this document?
This document is a DEF 14A, which is a Definitive Proxy Statement filed with the SEC.
Filing Stats: 4,339 words · 17 min read · ~14 pages · Grade level 16.2 · Accepted 2024-12-02 08:01:07
Key Financial Figures
- $85.1 million — ur net sales increased 6.5% to a record $85.1 million during fiscal 2024 compared to fiscal 2
- $0.07 — s We paid a quarterly cash dividend of $0.07 per share during each quarter of fiscal
- $500 million — al global market potential estimated at $500 million. 11 Operating Subsidiaries We maintai
- $9.2 million — 024 compared to fiscal 2023 to a record $9.2 million primarily due to increased demand. Bio
- $22.0 million — 024 compared to fiscal 2023 to a record $22.0 million due to increased global demand. 4 C
Filing Documents
- def14a_120224.htm (DEF 14A) — 646KB
- logo.jpg (GRAPHIC) — 3KB
- sig.jpg (GRAPHIC) — 14KB
- pi1.jpg (GRAPHIC) — 43KB
- pi2.jpg (GRAPHIC) — 38KB
- pi3.jpg (GRAPHIC) — 42KB
- pi4.jpg (GRAPHIC) — 40KB
- compensationvsntictsr.jpg (GRAPHIC) — 96KB
- compensationvsnetincome.jpg (GRAPHIC) — 98KB
- sig2.jpg (GRAPHIC) — 5KB
- proxy_01.jpg (GRAPHIC) — 66KB
- proxy_02.jpg (GRAPHIC) — 70KB
- 0001171843-24-006642.txt ( ) — 1358KB
EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION 48 Compensation Review 48 Summary of Cash and Other Compensation 58 Outstanding Equity Awards at Fiscal Year End 59 Option Exercises for Fiscal 2024 60 Stock Incentive Plans 60 Post-Termination Severance and Change in Control Arrangements 62 Pay Versus Performance Disclosure 65 Compensation Committee Interlocks and Insider Participation 70 RELATED PERSON RELATIONSHIPS AND TRANSACTIONS 71 Introduction 71 Procedures Regarding Approval of Related Party Transactions 71 Description of Related Party Transactions 72 STOCKHOLDER PROPOSALS AND DIRECTOR NOMINATIONS FOR 2026 ANNUAL MEETING OF STOCKHOLDERS 73 FISCAL 2024 ANNUAL REPORT 73 ________________ References in this proxy statement to: · "NTIC," "we," "us," "our," or the "Company" refer to Northern Technologies International Corporation; · "Board" refer to the Board of Directors of NTIC; · "Annual Meeting" refer to our 2025 Annual Meeting of Stockholders; and · "Fiscal 2024 Annual Report" or "Fiscal 2024 Annual Report to Stockholders" refer to our Annual Report to Stockholders for fiscal 2024, including our Annual Report on Form 10-K for the year ended August 31, 2024, being made available together with this proxy statement. Information on our website and any other website referenced herein is not incorporated by reference into, and does not constitute a part of, this proxy statement. and ® denote trademarks and registered trademarks of Northern Technologies International Corporation or our affiliates, registered as indicated in the United States. All other trademarks and trade names referred to in this proxy statement are the property of their respective owners. We intend to make this proxy statement and our Fiscal 2024 Annual Report available on the Internet and to commence mailing of the notice to all stockholders entitled to vote at the Annual Meeting beginning on or about December 2, 2024. We will mail pap
EXECUTIVE COMPENSATION PHILOSOPHY
EXECUTIVE COMPENSATION PHILOSOPHY Our guiding compensation philosophy is to maintain an executive compensation program that allows us to attract, retain, motivate and reward qualified and talented executives who will enable us to grow our business, achieve our annual, long-term and strategic goals and drive long-term stockholder value. The following core principles provide a framework for our executive compensation program: · Align interests of our executives with stockholder interests; · Integrate compensation with our business plans and strategic goals; · Link amount of compensation to both company and individual performance; and · Provide fair and competitive compensation opportunities that attract and retain executives.
EXECUTIVE COMPENSATION BEST PRACTICES
EXECUTIVE COMPENSATION BEST PRACTICES Our compensation practices include many best practices that support our executive compensation objectives and principles and benefit our stockholders. What We Do What We Don't Do · Emphasize pay for performance · No guaranteed salary increases or bonuses · Structure our executive compensation so a significant portion of pay is at risk · No repricing of stock options unless approved by stockholders · Structure our executive compensation so a significant portion is paid in equity · No pledging of NTIC securities, unless certain criteria are met · Maintain competitive pay packages · No hedging of NTIC securities · Maintain robust clawback policy · No excessive perquisites · Hold an annual say-on-pay vote · No tax gross-ups · Maintain stock ownership guidelines HOW WE PAY Our executive compensation program consists of the following principal elements: · Base salary – a fixed amount, paid in cash and reviewed annually and, if appropriate, adjusted. · Annual incentive – a variable, short-term element that is typically payable in cash and is based on a corporate profitability goal and individual performance goals. · Long-term incentive – a variable, long-term element that is provided in stock options. 8 FISCAL 2024 EXECUTIVE COMPENSATION ACTIONS Fiscal 2024 compensation actions and incentive plan outcomes based on performance are summarized below: Element Key Fiscal 2024 Actions Base Salary Our executives received base salary increases at the start of fiscal 2024 of 2.0%. Annual Incentive Our executives received annual bonuses based primarily on Adjusted EBITOI (earnings before interest, taxes, and other income, as adjusted to take into account amounts paid under bonus plan and other adjustments), in amounts representing 85.4% of their base salaries. A portion of the annual incen