NutriBand Inc. 8-K

What Happened

• NutriBand Inc. (NTRB) filed an 8-K on Feb. 3, 2026 reporting the outcomes of its Annual Meeting of Stockholders held on January 24, 2026 in Orlando, Florida. Stockholders elected seven director nominees, ratified the selection of Sadler, Gibb & Associates, LLC as the independent auditor for fiscal 2025, approved an amendment to increase authorized Preferred Stock, and voted on non-binding “say on pay” and the frequency of that advisory vote.
• After the shareholder meeting, the Board added two new directors: Alessandro Puddu (age 42), an Italian chartered accountant and auditor with PwC experience and IFRS expertise, and Viorica Carlig (age 50), manager of TII Jet Services LDA with extensive aircraft-industry management and regulatory experience.

Key Details

• Meeting date/location: January 24, 2026 — Orlando, Florida. Filing date: February 3, 2026.
• Director elections (votes “For” shown): Gareth Sheridan 10,708,499; Serguei Melnik 10,718,645; Mark Hamilton 10,522,345; Radu Bujoreanu 10,538,426; Irina Gram 10,694,869; Stefani Mancas 10,536,442; Sergei Glinka 10,704,114. Total votes reported: 10,740,961 (88.22% of shares).
• Auditor ratification: Sadler, Gibb & Associates ratified with 10,663,780 votes for, 75,686 against (~87.59% of total shares for).
• Charter amendment: Approved to increase authorized Preferred Stock from 10,000,000 to 20,000,000 with 10,500,777 votes for and 239,819 against (~86.25% of total shares for).
• Say-on-pay: Advisory approval of executive compensation received 10,686,835 votes for, 48,560 against (~87.78%). Say-on-frequency: stockholders favored an annual (“every 1 year”) advisory vote (10,612,109 votes).

Why It Matters

• Governance: Re-election of the seven director nominees and the addition of two new directors shape the company’s board composition and oversight going into the next year. Investors should note the new directors’ backgrounds in accounting/finance and aviation management.
• Corporate flexibility: Increasing authorized preferred shares doubles the potential preferred stock the company can issue (10M → 20M), which can be used for financings or corporate actions; this can affect capital structure or dilution depending on future issuances.
• Oversight and transparency: Ratifying the auditor and the strong “say-on-pay” and annual frequency votes signal shareholder support for the company’s financial reporting and executive compensation practices.