Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal


           Year.

At an Annual Meeting of Stockholders of Northern Technologies International Corporation ("NTIC") held on January 20, 2023, NTIC's stockholders approved an amendment to NTIC's Restated Certificate of Incorporation (the "Charter Amendment") to limit the liability of certain officers of NTIC as permitted by recent amendments to Delaware law. A description of the Charter Amendment is set forth in NTIC's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on December 5, 2022, and in a supplement to the proxy statement filed as definitive additional materials with the SEC on December 20, 2022. The Charter Amendment became effective upon the filing of a Certificate of Amendment with the Secretary of State of the State of Delaware on January 23, 2023 (the "Certificate of Amendment").

The foregoing description of the Charter Amendment is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On January 20, 2023, NTIC held an Annual Meeting of Stockholders (the "2023 Annual Meeting"). As of the close of business on November 22, 2022, the record date for the 2023 Annual Meeting, there were 9,366,357 shares of common stock outstanding and entitled to vote at the 2023 Annual Meeting. Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 6,315,188 shares of common stock entitled to vote at the 2023 Annual Meeting, representing 67.42% 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 2023 Annual Meeting.

At the 2023 Annual Meeting, NTIC's stockholders considered four proposals, each of which is set forth below and described in more detail in NTIC's definitive proxy statement for the 2023 Annual Meeting filed with the SEC on December 5, 2022, and in a supplement to the proxy statement filed as definitive additional materials with the SEC on December 20, 2022.

The final results of NTIC's stockholder vote at the 2023 Annual Meeting on each proposal brought before NTIC's stockholders were as follows:





 Proposal    The eight director nominees proposed by the Board were elected to
 No. 1 -     serve as members of the Board until the next annual meeting of
             stockholders and until their respective successors have been duly
             elected and qualified by the following final voting results:




                            Votes For   Votes Withheld   Broker Non-Votes
Nancy E. Calderon           4,846,225      463,655          1,005,308
Sarah E. Kemp               4,744,664      565,216          1,005,308
Sunggyu Lee, Ph.D.          4,892,900      416,980          1,005,308
G. Patrick Lynch            4,894,368      415,512          1,005,308
Ramani Narayan, Ph.D.       4,893,300      416,580          1,005,308
Richard J. Nigon            4,846,999      462,881          1,005,308
Cristina Pinho              4,896,069      413,811          1,005,308

Konstantin von Falkenhausen 4,891,350 418,530 1,005,308

Proposal No. The compensation of NTIC's named executive officers, as disclosed


 2 -           in NTIC's proxy statement, was approved, on an advisory basis, by
               the following final voting results:




Votes For   Votes Against   Votes Abstained   Broker Non-Votes
4,815,310      71,630           422,940          1,005,308

Proposal No. The ratification of the selection of Baker Tilly US, LLP as NTIC's


 3 -          independent registered public accounting firm for the fiscal year
              ending August 31, 2023 was approved by the following final voting
              results:




Votes For   Votes Against   Votes Abstained   Broker Non-Votes
5,816,642       2,687           495,859             0

Proposal No. The amendment to NTIC's Restated Certificate of Incorporation to


 4 -          limit the liability of certain officers of NTIC as permitted by
              recent amendments to Delaware law, was approved by the following
              final voting results:

Votes For Votes Against Votes Abstained Broker Non-Votes 4,691,459 204,037 414,384 1,005,308

Item 9.01. Financial Statements and Exhibits.






(d)    Exhibits.



Exhibit No.                                Description
    3.1         Certificate of Amendment to Restated Certificate of Incorporation of
              Northern Technologies International Corporation dated January 23, 2023
              (filed herewith)

    104       The Cover Page from this Current Report on Form 8-K, Formatted in
              Inline XBRL (filed herewith)

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