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 16, 2023
| INOTIV, INC. |
| (Exact name of registrant as specified in its charter) |
| Indiana | | 0-23357 | | 35-1345024 |
(State or other jurisdiction of
incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
2701 KENT AVENUE WEST LAFAYETTE, indiana | | 47906-1382 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant's telephone number, including area code: (765) 463-4527
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:
| ¨ | 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)) |
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 Shares | NOTV | The Nasdaq Stock Market LLC |
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. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders
On March 16, 2023, Inotiv, Inc. (the “Company”) held its annual meeting of shareholders. A total of 16,737,182 shares of the Company’s common stock 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 II members of the Board of Directors were elected to serve a three-year term until the 2026 annual meeting of shareholders by the following votes: |
| Nominee | | For | | Withheld | | Broker Non-Votes |
| Richard A. Johnson, Ph.D. | | 6,032,125 | | 3,325,163 | | 7,379,894 |
| Nigel Brown, Ph.D. | | 8,432,012 | | 925,276 | | 7,379,894 |
| (b) | The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified by the following votes: |
| Vote Type | | Voted |
| For | | 16,708,516 |
| Against | | 7,075 |
| Abstain | | 21,591 |
| Broker Non-Votes | | 0 |
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 17, 2023 | By: | /s/ Beth A. Taylor |
| | | Chief Financial Officer, Senior Vice President – Finance |
