UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): January 17, 2020

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NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

(Exact name of registrant as specified in its charter)

(763) 225-6600

(Registrant’s telephone number, including area code)

Not Applicable

(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:

[_]       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:

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. [_]

On January 17, 2020, Northern Technologies International Corporation (“NTIC”) held an Annual Meeting of Stockholders (the “2020 Annual Meeting”). As of the close of business on November 20, 2019, the record date for the 2020 Annual Meeting, there were 9,090,413 shares of common stock outstanding and entitled to vote at the 2020 Annual Meeting. Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 6,513,140 shares of common stock entitled to vote at the 2020 Annual Meeting, representing 71.64% of the outstanding shares of common stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the 2020 Annual Meeting.

At the 2020 Annual Meeting, NTIC’s stockholders considered four proposals, each of which is described in more detail in NTIC’s definitive proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on December 2, 2019.

The final results of NTIC’s stockholder vote at the 2020 Annual Meeting on each proposal brought before NTIC’s stockholders were as follows:

In accordance with the result of the advisory vote on Proposal No. 3, NTIC’s Board of Directors has determined that NTIC will conduct an executive compensation advisory vote, or say-on-pay vote, every year.

With respect to Proposal One, each of the director nominees was elected by NTIC’s stockholders by the required vote. Each of Proposal Two, Proposal Three and Proposal Four was approved by NTIC’s stockholders by the required vote.

SIGNATURE

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 hereunto duly authorized.

		NORTHERN TECHNOLOGIES
		INTERNATIONAL CORPORATION
		By:
			Matthew C. Wolsfeld
			Chief Financial Officer and Corporate Secretary

Dated: January 21, 2020