SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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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:
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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 | % |
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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 | ||
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