Northern Technologies International (NTIC) Proxy Filing summary

Executive summary

• Annual meeting scheduled for January 16, 2026, with four main proposals: election of eight directors, advisory vote on executive compensation, advisory vote on frequency of say-on-pay, and ratification of the independent auditor appointment.

• Fiscal 2025 saw net sales of $84.2 million, a slight decrease from the prior year, and net income dropped to $18,000 due to higher expenses and lower margins.

• Quarterly dividends were reduced mid-year to conserve cash.

• The company operates globally with 15 joint ventures and 12 subsidiaries, serving over 65 countries.

Voting matters and shareholder proposals

• Proposals include electing eight directors, approving executive compensation, determining frequency of say-on-pay votes, and ratifying Baker Tilly US, LLP as auditor.

• Board recommends voting for all proposals and for annual say-on-pay votes.

• Shareholders of record as of November 18, 2025, are eligible to vote.

• Deadlines for 2027 meeting proposals and nominations are specified.

Board of directors and corporate governance

• Board consists of eight nominees, 75% of whom are independent, with significant diversity in gender, ethnicity, and international experience.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent.

• Annual director elections, no poison pill, and a single class of stock.

• Stock ownership guidelines and annual board/committee evaluations in place.

• Board oversight includes risk, strategy, ESG, and cybersecurity.