NutriBand Seeks Shareholder Nod for Director Slate, Preferred Stock Hike

TL;DR

**NTRBW is gearing up for a capital raise, and shareholders should vote FOR the preferred stock increase to fuel growth, despite potential dilution.**

AI Summary

NutriBand Inc. (NTRBW) is holding its Annual Meeting of Stockholders on January 24, 2026, in Orlando, Florida, to address several key proposals. Shareholders will vote on the election of seven directors, the ratification of Sadler, Gibb & Associates, LLC as the independent auditor for fiscal 2026, and an advisory vote on executive compensation. A significant proposal includes amending the Articles of Incorporation to increase the authorized preferred stock from 10,000,000 shares to 20,000,000 shares, potentially impacting future capital raises and dilution. The company's Board of Directors, consisting of seven members with five independent directors, held three meetings and acted by written consent eight times in fiscal 2025. Director compensation for fiscal year ended January 31, 2025, shows Mark Hamilton received $64,664, Radu Bujoreanu received $60,444, Stefani Mancas received $54,116, and Irina Gram received $5,000, primarily through stock awards rather than cash fees. Gareth Sheridan, CEO, and Serguei Melnik, Chairman and President, lead the company, with Mr. Hamilton serving as the audit committee financial expert.

Why It Matters

This DEF 14A filing is crucial for NTRBW investors as it outlines the upcoming governance structure and potential capital expansion. The proposal to double authorized preferred stock from 10 million to 20 million shares could provide NutriBand with significant flexibility for future financing, but also poses a risk of dilution for existing common shareholders. The election of seven directors, including five independent members, and the ratification of Sadler, Gibb & Associates, LLC as auditors, are standard but essential for maintaining corporate oversight and financial integrity. Competitively, increased authorized capital could enable strategic acquisitions or R&D investments, positioning NutriBand more strongly in its market.

Risk Assessment

Risk Level: medium — The proposal to increase authorized preferred stock from 10,000,000 to 20,000,000 shares introduces a medium risk. While it provides capital raising flexibility, it also carries the risk of significant dilution for existing common stockholders if these shares are issued, potentially impacting share price and voting power.

Analyst Insight

Investors should carefully review the proposal to increase authorized preferred stock and consider its long-term implications for dilution versus potential growth funding. Vote 'FOR' the director nominees and auditor ratification to maintain stable governance, but scrutinize the preferred stock amendment.

Executive Compensation

Key Numbers

• 2026-01-24 — Annual Meeting Date (Date of the Annual Meeting of Stockholders)
• 7 — Number of Directors (Number of directors to be elected to the Board)
• 10,000,000 — Current Authorized Preferred Stock (Current number of preferred shares authorized for issuance)
• 20,000,000 — Proposed Authorized Preferred Stock (Proposed increase in authorized preferred shares)
• 12,174,883 — Outstanding Common Stock (Shares of common stock outstanding as of December 22, 2025 Record Date)
• $64,664 — Mark Hamilton's Total Compensation (Total compensation for fiscal year ended January 31, 2025)
• $60,444 — Radu Bujoreanu's Total Compensation (Total compensation for fiscal year ended January 31, 2025)
• $54,116 — Stefani Mancas's Total Compensation (Total compensation for fiscal year ended January 31, 2025)
• $5,000 — Irina Gram's Total Compensation (Total compensation for fiscal year ended January 31, 2025)
• 3 — Board Meetings Held (Number of Board of Directors meetings held during fiscal 2025)

Key Players & Entities

• NutriBand Inc. (company) — Registrant
• Gareth Sheridan (person) — Chief Executive Officer and Director
• Serguei Melnik (person) — Chairman of the Board, President and Secretary
• Sergei Glinka (person) — Director, investor in April 19, 2024 private offshore financing
• Mark Hamilton (person) — Independent Director, Audit Committee Chairman, 'audit committee financial expert'
• Radu Bujoreanu (person) — Director, Audit Committee member
• Stefani Mancas (person) — Director, Compensation Committee member
• Irina Gram (person) — Director, Audit Committee member, Senior Financial Analyst at Thales IFEC
• Sadler, Gibb & Associates, LLC (company) — Independent auditor for fiscal 2026
• SEC (regulator) — Securities and Exchange Commission

FAQ

Industry Context

NutriBand Inc. operates in the health and wellness sector, likely focusing on products or services related to nutrition and potentially wearable technology given its name. The industry is characterized by rapid innovation, increasing consumer demand for health-conscious products, and a competitive landscape with both established players and emerging startups. Regulatory oversight for health-related claims and product safety is also a significant factor.

Regulatory Implications

As a company in the health and wellness space, NutriBand Inc. is subject to regulations concerning product claims, safety, and marketing. The proposed increase in authorized preferred stock could also attract scrutiny if it signals a need for significant capital raises, potentially impacting investor protections and disclosure requirements.

What Investors Should Do

1. Vote on the election of seven directors to the Board of Directors.
2. Ratify the appointment of Sadler, Gibb & Associates, LLC as the independent auditor for fiscal 2026.
3. Vote on an advisory basis regarding executive compensation.
4. Vote on an advisory basis regarding the frequency of future executive compensation votes.
5. Vote on the proposal to amend the Articles of Incorporation to increase authorized preferred stock from 10,000,000 to 20,000,000 shares.

Key Dates

• 2026-01-24: Annual Meeting of Stockholders — Shareholders will vote on director elections, auditor ratification, executive compensation, and a proposal to increase authorized preferred stock.
• 2025-12-22: Record Date for Annual Meeting — Determines which shareholders are entitled to vote at the Annual Meeting.
• 2025-12-31: Proxy Materials Mailed — Informs shareholders about the upcoming meeting and proposals.
• 2025-01-31: Fiscal Year End — The period for which director compensation is reported.

Glossary

DEF 14A

A filing with the SEC that provides detailed information about a company's annual meeting of stockholders, including proposals to be voted on and information about directors and executive compensation. (This document is the primary source of information for the annual meeting and the proposals being presented to shareholders.)

Articles of Incorporation

The foundational legal document of a corporation that outlines its basic structure, purpose, and powers. (A proposed amendment to the Articles of Incorporation to increase authorized preferred stock is a key proposal at the meeting.)

Independent Auditor

An external accounting firm hired to audit a company's financial statements to ensure accuracy and compliance with accounting standards. (Shareholders will vote on ratifying Sadler, Gibb & Associates, LLC as the independent auditor for fiscal 2026.)

Advisory Vote on Executive Compensation

A non-binding shareholder vote on the compensation of the company's top executives, often referred to as a 'Say-on-Pay' vote. (Shareholders will have an advisory vote on the company's executive compensation.)

Preferred Stock

A class of stock that has priority over common stock in terms of dividend payments and asset distribution in case of liquidation, but typically does not carry voting rights. (The company is proposing to double its authorized preferred stock, which could impact future financing and dilution.)

Quorum

The minimum number of shareholders or shares required to be present at a meeting for it to be validly held and for business to be transacted. (A simple majority of issued and outstanding voting capital stock is required for a quorum at the Annual Meeting.)

Plurality of Votes

A voting system where the candidate who receives the most votes is elected, even if they do not receive a majority of the total votes cast. (Directors are elected by a plurality of the votes cast, meaning the seven nominees with the most votes will be elected.)

Year-Over-Year Comparison

This filing does not provide comparative data from a previous DEF 14A filing. However, a key change highlighted is the proposal to increase authorized preferred stock from 10,000,000 to 20,000,000 shares, indicating a potential strategic shift or need for future capital flexibility. Director compensation is detailed for fiscal year ended January 31, 2025, with a focus on stock awards for most directors.

Key Financial Figures

• $0.001 — s of the Company’s common stock, $0.001 par value per share (the “common

Filing Documents

• ea0267930-01.htm (DEF 14A) — 974KB
• tproxy_001.jpg (GRAPHIC) — 1224KB
• tproxy_002.jpg (GRAPHIC) — 704KB
• 0001213900-25-123599.txt ( ) — 3631KB

From the Filing

DEF 14A 1 ea0267930-01.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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 under § 240.14a -12 NUTRIBAND 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 below per Exchange Act Rules 14a -6 (i)(1) and 0 -11 .   NUTRIBAND INC. ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JANUARY 24, 2026 Oviedo, Florida December  31 , 202 5 The Annual Meeting of Stockholders (the “Annual Meeting”) of Nutriband Inc., a Nevada corporation (the “Company”), will be held at 400 West Church Street, City National Hourglass Room, Orlando, FL 32801, on Saturday, January 24, 2026, at 10:00 A.M. (local time) for the following purposes: 1.       To elect seven directors to the Corporation’s Board of Directors, each to hold office for a term expiring at the next Annual Meeting of Stockholders, or until his or her successor is elected and qualified, or until his or her earlier resignation or removal; 2.       Ratification of Sadler, Gibb & Associates, LLC as the independent auditor to perform the audit of our consolidated financial statements for fiscal 2026; 3.       To hold an advisory vote to approve executive compensation; 4.       To hold an advisory vote on the frequency of future advisory votes on executive compensation; 5.       To approve an Amendment to the Articles of Incorporation of the Corporation to authorize the increase in the number of shares of preferred stock issuable by the Corporation from 10,000,000 shares to 20,000,000 shares; and 6.       To transact such other business as may properly come before the Annual Meeting and any adjournment or postponement thereof. The foregoing items of business, including the nominees for directors, are more fully described in the Proxy Statement which is attached and made a part of this Notice. The Board of Directors has fixed the close of business on December  22 , 2025, as the record date for determining the stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. Shares of Common Stock can be voted at the meeting only if the holder is present at the meeting in person or by valid proxy. All stockholders are cordially invited to attend the Annual Meeting in person.   By Order of the Board of Directors,     / s / Gareth Sheridan     Chief Executive Officer YOUR VOTE IS IMPORTANT It is important that as many shares as possible be represented at the annual meeting. Please date, sign, and promptly return the proxy in the enclosed envelope or you may submit your proxy via the Internet or by using the toll -free number provided on your proxy card. Your proxy may be revoked by you at any time before it has been voted.   NUTRIBAND INC. 121 South Orange Ave., Suite 1500 Orlando, Florida 32801 PROXY STATEMENT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING The Board of Directors (the “ Board ”) of Nutriband Inc. (the “ Company ”) is furnishing this proxy statement for the solicitation of proxies to be used at the Annual Shareholders Meeting (the “ Annual Meeting ”) of the Company to be held at 400 West Church Street, City National Hourglass Room, Orlando, FL 32801, on Saturday, January 24, 2026, at 10:00 A.M. (local time). The proxy materials are being mailed on or about December 31, 2025 to shareholders of record on December 22, 2025 (the “ Record Date ”). This proxy statement has been posted on the Internet and may be viewed at HTTPS: // Nutriband.com / proxy . The cost of preparing, assembling and mailing the proxy material and of reimbursing bro

View Full Filing

View this DEF 14A filing on SEC EDGAR