SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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|Item 5.03||Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.|
At an Annual Meeting of Stockholders of Northern Technologies International Corporation (“NTIC”) held on January 20, 2023, NTIC’s stockholders approved an amendment to NTIC’s Restated Certificate of Incorporation (the “Charter Amendment”) to limit the liability of certain officers of NTIC as permitted by recent amendments to Delaware law. A description of the Charter Amendment is set forth in NTIC’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on December 5, 2022, and in a supplement to the proxy statement filed as definitive additional materials with the SEC on December 20, 2022. The Charter Amendment became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on January 23, 2023 (the “Certificate of Amendment”).
The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 5.07.||Submission of Matters to a Vote of Security Holders.|
On January 20, 2023, NTIC held an Annual Meeting of Stockholders (the “2023 Annual Meeting”). As of the close of business on November 22, 2022, the record date for the 2023 Annual Meeting, there were 9,366,357 shares of common stock outstanding and entitled to vote at the 2023 Annual Meeting. Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 6,315,188 shares of common stock entitled to vote at the 2023 Annual Meeting, representing 67.42% 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 2023 Annual Meeting.
At the 2023 Annual Meeting, NTIC’s stockholders considered four proposals, each of which is set forth below and described in more detail in NTIC’s definitive proxy statement for the 2023 Annual Meeting filed with the SEC on December 5, 2022, and in a supplement to the proxy statement filed as definitive additional materials with the SEC on December 20, 2022.
The final results of NTIC’s stockholder vote at the 2023 Annual Meeting on each proposal brought before NTIC’s stockholders were as follows:
|Proposal No. 1 -||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:|
|Nancy E. Calderon||4,846,225||463,655||1,005,308|
|Sarah E. Kemp||4,744,664||565,216||1,005,308|
|Sunggyu Lee, Ph.D.||4,892,900||416,980||1,005,308|
|G. Patrick Lynch||4,894,368||415,512||1,005,308|
|Ramani Narayan, Ph.D.||4,893,300||416,580||1,005,308|
|Richard J. Nigon||4,846,999||462,881||1,005,308|
|Konstantin von Falkenhausen||4,891,350||418,530||1,005,308|
|Proposal No. 2 -||The compensation of NTIC’s named executive officers, as disclosed in NTIC’s proxy statement, was approved, on an advisory basis, by the following final voting results:|
|Proposal No. 3 -||The ratification of the selection of Baker Tilly US, LLP as NTIC’s independent registered public accounting firm for the fiscal year ending August 31, 2023 was approved by the following final voting results:|
|Proposal No. 4 -||The amendment to NTIC’s Restated Certificate of Incorporation to limit the liability of certain officers of NTIC as permitted by recent amendments to Delaware law, was approved by the following final voting results:|
|Item 9.01.||Financial Statements and Exhibits.|
|3.1||Certificate of Amendment to Restated Certificate of Incorporation of Northern Technologies International Corporation dated January 23, 2023 (filed herewith)|
|104||The Cover Page from this Current Report on Form 8-K, Formatted in Inline XBRL (filed herewith)|
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.
|By:||/s/ Matthew C. Wolsfeld|
|Matthew C. Wolsfeld|
|Chief Financial Officer and Corporate Secretary|
Date: January 23, 2023
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION
Northern Technologies International Corporation (hereinafter called the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify:
FIRST: The present name of the corporation is Northern Technologies International Corporation and the date of filing the original Certificate of Incorporation of the corporation with the Secretary of State of the State of Delaware was October 12, 1977 under the name Northern Instruments Corporation.
SECOND: This Certificate of Amendment to Restated Certificate of Incorporation was duly adopted by the Board of Directors and the stockholders of the Corporation in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware as set forth in Title 8 of the Delaware Code.
THIRD: The text of Article IX of the Restated Certificate of Incorporation of the Corporation is hereby amended to read in its entirety as follows:
No director or officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director or officer as a director or officer, respectively, except to the extent provided by applicable law (i) for any breach of the director’s or officer’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the General Corporation Law of Delaware, in the case of directors only, (iv) for any transaction from which such director or officer derived an improper personal benefit, or (v) for any action by or in the right of the Corporation, in the case of officers only. If the General Corporation Law of Delaware is amended to authorize corporate action further eliminating or limiting the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of Delaware as so amended. No amendment to or repeal of this Article IX shall apply to or have any effect on the liability or alleged liability of any director or officer of the Corporation for or with respect to any acts or omissions of such director or officer occurring prior to such amendment or repeal.
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to Restated Certificate of Incorporation to be executed this 20th day of January, 2023, in its name and on its behalf by its Chief Financial Officer and Corporate Secretary pursuant to Section 103 of the General Corporation Law of the State of Delaware.
|NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION|
|Matthew C. Wolsfeld|
|Chief Financial Officer and Corporate Secretary|