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    Nutriband Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    1/29/25 5:22:35 PM ET
    $NTRB
    Industrial Specialties
    Health Care
    Get the next $NTRB alert in real time by email
    false 0001676047 0001676047 2025-01-23 2025-01-23 0001676047 us-gaap:CommonStockMember 2025-01-23 2025-01-23 0001676047 NTRB:WarrantsMember 2025-01-23 2025-01-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

    SECURITIES AND EXCHANGE COMMISSION

    Washington, DC 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) January 23, 2025

     

    Nutriband, Inc.

     

    Nevada   000-40854   81-1118176
    (State or Other Jurisdiction
    of Incorporation)
      (Commission File Number)   (I.R.S. Employer
    Identification No.)

     

    121 S. Orange Ave. Suite 1500

    Orlando, Florida

      32801
    (Address of Principal Executive Offices)   (Zip Code)

     

    (407) 377-6695

    Registrant’s Telephone Number, Including Area Code

     

     

    (Former name or former address, if changed since last report)

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

     

    ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

     

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

     

    Emerging growth company ☐

     

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

     

    Securities registered pursuant to Section 12(b) of the Act:

     

    Title of each class   Trading Symbol(s)   Name of each exchange on which registered
    Common Stock   NTRB   The Nasdaq Stock Market LLC
    Warrants   NTRBW   The Nasdaq Stock Market LLC

     

     

     

     

     

     

    Item 5.07 Submission of Matters to a Vote of Security Holders.

     

    The Company’s 2025Annual Meeting of Stockholders was held on January 23, 2025, in Orlando, Florida. At the meeting five proposals were on the agenda for approval by the Company’s stockholders: election of seven directors, ratification of the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent audit firm for fiscal 2024 and approval of the Company’s 2024 Amended and Restated Stock Option Plan. In addition, the non-binding “say on pay” vote on approval of executive compensation and the “say on frequency” vote on the frequency of the say on pay vote were voted on by the stockholders. The results of the stockholder votes on each of these proposals is set forth below.

     

    At the 2025 Annual Meeting, the stockholders elected the seven candidates nominated by the Company’s Board of Directors to serve as directors for one-year terms, each until his or her successor is duly elected and qualified.

     

    The table below presents the results of the shareholder votes at the Company’s 2025 Annual Meeting on the election of seven directors, the ratification of the selection of the Company’s audit firm for 2024, the approval of the Company’s 2024 Amended and Restated Stock Option Plan and the votes on “say on pay” on executive compensation and “say on frequency” of the shareholder say on pay votes.:

     

    Annual Shareholder Meeting

    Company Tabulation Report

    1/23/2025

     

    Directors Information  Total
    For - In Person
       Total
    For - Proxy
       Total
    For - All Sources
       Total
    Against - In Person
       Total
    Against - Proxy
       Total
    Against - All Sources
       Total
    Votes
     
    1  Gareth Sheridan   6,294,158    1,133,494    7,427,652           -    20,481    20,481    7,448,133 
    2  Serguei Melnik   6,294,158    1,131,209    7,425,367    -    22,766    22,766    7,448,133 
    3  Mark Hamilton   6,294,158    957,990    7,252,148    -    195,985    195,985    7,448,133 
    5  Stefani Mancas   6,294,158    1,038,237    7,332,395    -    115,738    115,738    7,448,133 
    4  Radu Bujoreanu   6,294,158    1,030,883    7,325,041    -    123,092    123,092    7,448,133 
    6  Irina Gram   6,294,158    1,028,301    7,322,459    -    125,674    125,674    7,448,133 
    7  Sergei Glinka   6,294,158    1,131,709    7,425,867    -    22,266    22,266    7,448,133 

     

    Proposals  Total
    For - In Person
       Total
    For - Proxy
       Total
    For - All Sources
       Total
    Against - In Person
       Total
    Against - Proxy
       Total
    Against - All Sources
       Total
    Votes
     
    2  Ratify the Selection of Sadler, Gibb & Associates   6,294,158    1,088,862    7,383,020              -    65,113    65,113    7,448,133 
    3  Adopt the Company’s 2024 Amended and Restricted Stock Option Plan   6,294,158    968,311    7,262,469    -    185,664    185,664    7,448,133 
    4  Advisory Approval on Frequency of Executive Compensation   6,294,158    1,125,907    7,420,065    -    28,068    28,068    7,448,133 
    5  Advisory Approval on Frequency of Exec Comp - 1 Yr   6,294,158    1,138,680    7,432,838    -    -    -    7,432,838 
    5  Advisory Approval on Frequency of Exec Comp - 2 yr   -    10,108    10,108         -    -    10,108 
    6  Advisory Approval on Frequency of Exec Comp - 3 yr   -    5,187    5,187         -    -    5,187 

     

    Total Outstanding Shares   11,106,185    % of Total 
    Total Votes   7,448,133    67.06%
    Total Non Votes   3,658,052    32.94%
             100.00%

     

    Total Votes   7,448,133    % of Total 
    Total In Person   6,294,158    84.51%
    Total Proxy   1,153,975    15.49%
    Total Votes   7,448,133    100.00%

     

    1

     

     

    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.

     

      NUTRIBAND, INC.
         
    Date: January 29, 2025 By: /s/ Gareth Sheridan
        R: Gareth Sheridan
        Chief Executive Officer

     

     

    2

     

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