Inotiv Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Biotechnology: Commercial Physical & Biological Resarch
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 13, 2025
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Securities registered pursuant to Section 12(b) of the Act:
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As reported below in Item 5.07, on March 13, 2025, the shareholders of Inotiv, Inc. (the "Company") approved an amendment to the Inotiv, Inc. 2024 Equity Incentive Plan (the “2024 Plan Amendment”) to increase the number of shares available for issuance under the plan by an additional 2,250,000 shares. The 2024 Plan Amendment was approved by the Company's Board of Directors (the "Board") on January 15, 2025, subject to shareholder approval, and became effective with such shareholder approval on March 13, 2025. A description of the 2024 Plan Amendment was included in the Company’s proxy statement for its annual meeting of shareholders filed with the Securities and Exchange Commission on January 23, 2025 (the “Proxy Statement”).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On March 13, 2025 , the Company held its annual meeting of shareholders. A total of 22,140,323 shares of the Company's common shares outstanding and entitled to vote were present at the meeting in person or by proxy. The following is a summary of matters voted on at the meeting:
(a) Two Class I members of the Board were elected to serve a three-year term until the 2028 annual meeting of shareholders by the following votes:
| Nominee | For | Withheld | Broker Non-Votes | |||||||||||||||||
| R. Matthew Neff | 7,802,109 | 1,863,376 | 12,474,838 | |||||||||||||||||
| Robert W. Leasure, Jr. | 9,574,121 | 91,364 | 12,474,838 | |||||||||||||||||
(b) The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025 was ratified by the following votes:
| Vote Type | Voted | |||||||
| For | 21,930,943 | |||||||
| Against | 192,836 | |||||||
| Abstain | 16,544 | |||||||
| Broker Non-Votes | — | |||||||
(c) The proposal to approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement was approved by the following votes:
| Vote Type | Voted | |||||||
| For | 9,187,748 | |||||||
| Against | 405,065 | |||||||
| Abstain | 72,672 | |||||||
| Broker Non-Votes | 12,474,838 | |||||||
(d) The advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers received the most votes cast for the option of every three years as follows:
| Vote Type | Voted | |||||||
| One Year | 4,662,543 | |||||||
| Two Years | 128,370 | |||||||
| Three Years | 4,700,519 | |||||||
| Abstain | 174,053 | |||||||
| Broker Non-Votes | 12,474,838 | |||||||
In light of the shareholders’ advisory vote in favor of “Three Years” with respect to this proposal, the Company has determined to hold the advisory vote on the compensation of its named executive officers every three years, until the next advisory vote on the frequency of future advisory votes on executive compensation.
(e) The 2024 Plan Amendment was approved by the following votes:
| Vote Type | Voted | |||||||
| For | 9,336,190 | |||||||
| Against | 287,815 | |||||||
| Abstain | 41,480 | |||||||
| Broker Non-Votes | 12,474,838 | |||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURES
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 thereunto duly authorized.
| INOTIV, INC. | |||||||||||
| Date: | March 13, 2025 | By: | /s/ Beth A. Taylor | ||||||||
| Chief Financial Officer, | |||||||||||
| Senior Vice President—Finance | |||||||||||