{"schema_version":"secwatch.filing_event.v1","accession":"0001171843-23-000399","form_type":"8-K","ticker":"NTIC","cik":"0000875582","company_name":"NORTHERN TECHNOLOGIES INTERNATIONAL CORP","filed_at":"2023-01-23T23:59:59+00:00","discovered_at":"2026-05-14T18:03:48.346502+00:00","generated_at":"2026-06-20T12:09:26.225158+00:00","sec_items":["5.03","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.25,"calibrated_materiality_score":0.25,"confidence":"high","headline":"NTIC shareholders approve charter amendment limiting officer liability; all directors elected","bullets":["All eight director nominees elected with votes for ranging from 4.74M to 4.90M; broker non-votes 1,005,308.","Advisory approval of named executive officer compensation: 4,815,310 for, 71,630 against, 422,940 abstain.","Ratification of Baker Tilly as independent auditor for FY2023: 5,816,642 for, 2,687 against, 495,859 abstain.","Charter amendment to limit officer liability per Delaware law: 4,691,459 for, 204,037 against, 414,384 abstain."],"urls":{"canonical":"https://secwatch.observer/filing/0001171843-23-000399","json":"https://secwatch.observer/filing/0001171843-23-000399.json","markdown":"https://secwatch.observer/filing/0001171843-23-000399.md","text":"https://secwatch.observer/filing/0001171843-23-000399.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/875582/000117184323000399/0001171843-23-000399-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/875582/000117184323000399/f8k_012323.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T12:09:26.225158+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0abf8b444c8aa0fc995435109fd8b867dcff261d","claim":"NORTHERN TECHNOLOGIES INTERNATIONAL CORP: Stockholders approved an amendment to the Restated Certificate of Incorporation to limit the liability of certain officers as permitted by Delaware law (effective 2023-01-23).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/875582/000117184323000399/0001171843-23-000399-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-01-23"}],"fact_type":"governance_change"},{"claim_id":"08a7a6ac5b06f68a259f18d90b245259066a98a2","claim":"NORTHERN TECHNOLOGIES INTERNATIONAL CORP shareholders approved Amendment to Restated Certificate of Incorporation to limit officer liability at the 2023-01-20 meeting.","evidence_excerpt":"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: Votes For Votes Against Votes Abstained Broker Non-Votes 4,691,459 204,037 414,384 1,005,308","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/875582/000117184323000399/0001171843-23-000399-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-20"}],"fact_type":"shareholder_vote"},{"claim_id":"48d950cf630db28dc60e1f97e10e3d31ebe1f3dd","claim":"NORTHERN TECHNOLOGIES INTERNATIONAL CORP shareholders approved Ratification of independent registered public accounting firm at the 2023-01-20 meeting.","evidence_excerpt":"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: Votes For Votes Against Votes Abstained Broker Non-Votes 5,816,642 2,687 495,859 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/875582/000117184323000399/0001171843-23-000399-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-20"}],"fact_type":"shareholder_vote"},{"claim_id":"65a819aad89f31e05bd469c19325c558068529b9","claim":"NORTHERN TECHNOLOGIES INTERNATIONAL CORP shareholders approved Election of eight director nominees at the 2023-01-20 meeting.","evidence_excerpt":"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: Votes For Votes Withheld Broker Non-Votes 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 Cristina Pinho 4,896,069 413,811 1,005,308 Konstantin von Falkenhausen 4,891,350 418,530 1,005,308","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/875582/000117184323000399/0001171843-23-000399-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-20"}],"fact_type":"shareholder_vote"},{"claim_id":"f41102334166189dd5ba9d3915c0e015857d0c87","claim":"NORTHERN TECHNOLOGIES INTERNATIONAL CORP shareholders approved Advisory vote on executive compensation at the 2023-01-20 meeting.","evidence_excerpt":"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: Votes For Votes Against Votes Abstained Broker Non-Votes 4,815,310 71,630 422,940 1,005,308","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/875582/000117184323000399/0001171843-23-000399-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-01-20"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}