NORTHERN TECHNOLOGIES INTERNATIONAL CORP 8-K

What Happened
Northern Technologies International Corporation (NTIC) filed an 8-K reporting the results of its Annual Meeting of Stockholders held on January 16, 2026. As of the November 18, 2025 record date there were 9,480,688 shares outstanding; 6,264,094 shares (66.07%) were present or represented by proxy, establishing a quorum. All eight director nominees were elected, the advisory vote on executive compensation (say-on-pay) was approved, stockholders favored an annual frequency for future say-on-pay votes, and Baker Tilly US, LLP was ratified as the independent registered public accounting firm for fiscal 2026.

Key Details

• Record date and quorum: 9,480,688 shares outstanding (Nov 18, 2025); 6,264,094 shares voted (66.07%).
• Directors elected (votes For / Withheld; broker non-votes 1,379,285): Nancy E. Calderon 4,869,373 / 15,436; Sarah E. Kemp 4,871,320 / 13,489; Sunggyu Lee, Ph.D. 4,846,659 / 38,150; G. Patrick Lynch 4,871,210 / 13,599; Ramani Narayan, Ph.D. 4,872,936 / 11,873; Richard J. Nigon 4,870,619 / 14,190; Cristina Pinho 4,869,193 / 15,616; Konstantin von Falkenhausen 4,869,717 / 15,092.
• Say-on-pay (advisory): Compensation for named executive officers approved 4,793,021 For / 44,750 Against / 47,038 Abstain (1,379,285 broker non-votes).
• Frequency of future say-on-pay votes: stockholders chose every one year — One Year 4,389,578; Two Years 57,309; Three Years 381,112; Abstentions 56,810 (1,379,285 broker non-votes). Board will hold annual advisory votes going forward.
• Auditor ratification: Baker Tilly US, LLP ratified 6,255,908 For / 1,628 Against / 6,558 Abstentions.

Why It Matters
This filing confirms corporate governance outcomes that affect shareholder oversight and transparency: board composition remained intact, executive compensation disclosure and practices received shareholder approval on an advisory basis, and the company will continue to provide annual say-on-pay votes. Ratification of the auditor finalizes the firm responsible for auditing NTIC’s fiscal 2026 financial statements. These votes do not change the company’s financials directly but inform governance stability and investor expectations regarding accountability and reporting.