Northern Technologies International (NTIC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 17, 2025, to elect eight directors, approve executive compensation, and ratify the independent auditor appointment.

• Fiscal 2024 net sales reached a record $85.1 million, up 6.5% from the prior year, with strong growth in bioplastics and oil & gas segments.

• Gross profit margin improved by 490 basis points to 39.7% over the previous year.

• Quarterly cash dividends of $0.07 per share were paid throughout fiscal 2024.

Voting matters and shareholder proposals

• Proposals include election of eight directors, advisory vote on executive compensation, and ratification of Baker Tilly US, LLP as independent auditor for fiscal 2025.

• Board recommends voting FOR all proposals.

• Shareholders of record as of November 19, 2024, are eligible to vote.

• Procedures for submitting proposals and director nominations for the 2026 annual meeting are outlined, with deadlines in August and October 2025.

Board of directors and corporate governance

• Board consists of eight directors, six of whom are independent; three are women, and the board is internationally diverse.

• Annual election of directors, majority independence, and independent board chairman.

• Three fully independent board committees: Audit, Compensation, and Nominating and Corporate Governance.

• Board refreshment and diversity efforts include recent addition of a female director and rotation of committee chairs.

• Stock ownership guidelines and robust clawback policy in place.