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 21, 2024
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 2023 Annual Meeting of Stockholders was held on January 21, 2024, in Orlando, Florida. At the meeting two proposals were on the agenda for approval by the Company’s stockholders: election of six directors and ratification of the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent audit firm for fiscal 2023. 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 2023 Annual Meeting, the stockholders elected the six 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 annual meeting on election of six directors, and of the votes as to ratification of the selection of the Company’s audit firm for 2023, and the votes on “say on pay” on executive compensation and “say on frequency” of the shareholder say on pay votes.:
| Director Name | | Total
Votes For | | | Votes
Withheld | | | Votes
Against | | | Votes
Abstain | | | Broker Non-
Vote | |
| Gareth Sheridan | | | 5,299,587 | | | | 46,785 | | | | - | | | | - | | | | 400,979 | |
| Serguei Melnik | | | 5,282,321 | | | | 64,051 | | | | - | | | | - | | | | 400,979 | |
| Mark Hamilton | | | 5,235,220 | | | | 111,152 | | | | - | | | | - | | | | 400,979 | |
| Radu Bujoreanu | | | 5,248,479 | | | | 97,893 | | | | - | | | | - | | | | 400,979 | |
| Stefani Mancas | | | 5,303,429 | | | | 42,943 | | | | - | | | | - | | | | 400,979 | |
| Irina Gram | | | 5,253,489 | | | | 92,883 | | | | - | | | | - | | | | 400,979 | |
| Proposal | | Total
Votes For | | | Votes Withheld | | | Votes Against | | | Votes Abstain | | | Broker Non- Vote | |
| Ratify the Selection of Sadler, Gibb & Associates | | | 5,720,198 | | | | | | | | 27,097 | | | | 56 | | | | - | |
| Advisory Approval of Executive Compensation | | | 5,299,717 | | | | | | | | 46,012 | | | | 637 | | | | 400,985 | |
| Advisory Approval on Frequency of Exec Comp - 1 Yr | | | 5,319,922 | | | | - | | | | - | | | | 7,117 | | | | 400,979 | |
| Advisory Approval on Frequency of Exec Comp - 2 Yr | | | 1,334 | | | | - | | | | - | | | | - | | | | 400,979 | |
| Advisory Approval on Frequency of Exec Comp - 3 Yr | | | 17,999 | | | | - | | | | - | | | | - | | | | 400,979 | |
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 25, 2024 | By: | /s/ Gareth Sheridan |
| | | R: Gareth Sheridan |
| | | Chief Executive Officer |
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