Item 5.02. Departure of directors or certain officers; election of directors; appointment of certain officers; compensatory arrangements of certain officers.





On January 21, 2022, at the annual meeting of our Board of Directors immediately
following the Annual Meeting of Stockholders, Serguei Melnik, a Board member,
President and Secretary of the Company, was also appointed Chairman of the
Board.

Newly-Elected Member of Our Board of Directors


Irina Gram-Contulescu, 34, was elected as a director of the Company at the
January 21, 2022 stockholders meeting. Irina is a new member of our Board, and
is a Senior Financial Analyst at Thales IFEC, Melbourne, Florida. There she is
responsible for financial planning, analysis and risk and opportunities reviews
of multiple development and customer programs. From 2016 to 2017, she was a
Project Engineering Coordinator at Thales IFEC, where she executed budgeting and
forecasting activities with specialized focus on SFRD spending, interfaced with
engineering team to monitor and report the performance of the financial impact
of projects. From 2013 to 2016, she held various project management, accounting
and reporting positions with Siemens Building Technology, Inc., Winter Park,
Florida. She received a Bachelor's Degree in Finance from the University of
Central Florida, Orlando, Florida, where she graduated in May 2015, with honors,
and received a Masters in Business Administration from the University of Central
Florida, Orlando, Florida, in May 2019.

Issuance of Stock Options to Directors and Management





On January 21, 2022, the newly-elected Board of Directors approved the following
option grants and the issuance of Option Award Agreements with respect thereto
to officers and directors as set forth in the table below, following stockholder
approval of the Company's 2021 Employee Stock Option Plan.



                                                     Per Share
                                    Number of        Exercise
Name                                 Shares            Price                  Consideration

Serguei Melnik                          20,000     $        5.34     Services rendered in fiscal 2021
Gareth Sheridan                         20,000     $        5.34     Services rendered in fiscal 2021
Gerald Goodman                          10,000     $        4.85     Services rendered in fiscal 2021
Patrick Ryan                            10,000     $        4.85     Services rendered in fiscal 2021
Larry Dillaha                           10,000     $        4.85     Services rendered in fiscal 2021
Jeff Patrick                            10,000     $        4.85     Services rendered in fiscal 2021
Mike Myer                               10,000     $        4.85     Services rendered in fiscal 2021
Sean Gallagher                          10,000     $        4.85     Services rendered in fiscal 2021
Mark Hamilton                            9,000     $        4.85     Services rendered in fiscal 2021
Radu Bujoreanu                           8,000     $        4.85     Services rendered in fiscal 2021
Stefanie Mancas                          6,500     $        4.85     Services rendered in fiscal 2021
Steve Damon                              5,000     $        4.85     Services rendered in fiscal 2021
Vsevolod Grigore Director                5,000     $        4.85     Services rendered in fiscal 2021
Tyler Overk                             10,000     $        4.85     Services rendered in fiscal 2021
Diana Mather                            10,000     $        4.85     Services rendered in fiscal 2021
Alan Smith                              10,000     $        4.85




                                  Page 1 of 5

Employment Agreements with Company Officers





On January 21, 2022, the Board of Directors of the Company approved Employment
Agreements with Gareth Sheridan, our Chief Executive Officer, Serguei Melnik,
our President and Gerald Goodman, the Company's Chief Financial Officer.



Each of the three Employment Agreements is effective February 1, 2022, for an
initial term of three years, and the term is automatically extended for
additional one-year periods if neither party gives notice of termination at
least 90 days prior to the end of the initial term or any current additional
one-year term.




The Employment Agreements with Mr. Sheridan and Mr. Melnik each provide for a
base salary of $250,000 per year, and the Employment Agreement with Mr. Goodman
provides for a base salary of $210,000.

The Employment Agreements provide for incentive payments as established by the Board of Directors, and the Employment Agreements with Mr. Sheridan and Mr. Melnik provide for a performance bonus as follows:

Net Operating Profit Before Income Taxes Performance Bonus



On the First $10 Million                                   3.5 %

On the Next $40 Million                                    3.5 %

On the Next $50 Million                                    3.0 %

On all Amounts Over $100 Million                           2.5 %




Each of the Employment Agreements contains similar provisions for discharge
for "cause", including breach of the Employment Agreement or specified
detrimental conduct by the employee, in which cases accrued compensation would
payable as provided in the Employment Agreements. The Agreements also provide
for termination by the executives for "good reason", comprising events such as
breach of the Agreement by the Company, assignment of duties inconsistent with
the Executive's position, or in the event of a change in control of the Company.
In the event of a termination by the Company without cause, or by the executive
for "good reason", the Company is required to pay to the Executive in a lump sum
. . .

Item 5.03. Amendment to Articles of Incorporation and By-Laws.





On January 21, 2022, Company's Board of Directors approved amendments to our
By-Laws which are set forth in Amended and Restated By-Laws that provide for the
office of a Chief Executive Officer, who would have general and active
management of the business of the Corporation and see that all orders and
resolutions of the Board of Directors are carried into effect. He or she would
execute bonds, mortgages and other contracts requiring a seal, under the seal of
the Corporation, except where required or permitted by law to be otherwise
signed and executed and except where the signing and execution thereof shall be
expressly delegated by the Board of Directors to some other officer or agent of
the Corporation, and would perform such other duties and have such other powers
as the Board of Directors may from time to time prescribe.



The functions and duties of the President were amended to provide that the
President shall be the Chief Operating Officer of the Corporation, unless
another officer is designated for that position, and shall, in the absence of
the Chief Executive Officer, or in the event of his or her refusal or inability
to act, perform the duties and exercise the powers of the Chief Executive
Officer, and shall perform such other duties and have such other powers as the
Board of Directors may from time to time prescribe.



The Board also amended Article II, Section 1, of the By-Laws to provide that the
annual meeting of the stockholders of the Corporation shall be held within
twelve, rather than six, months after the close of the fiscal year of the
Corporation, for the purpose of electing Directors, and transacting such other
business as may properly come before the meeting.

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





The Company's 2021 Annual Meeting of Stockholders was held on January 21, 2022,
in Orlando, Florida. At the meeting, three proposals were on the agenda for
approval by the Company's stockholders: election of 6 directors, ratification of
the engagement of Sadler, Gibb & Associates, LLC as the Company's independent
audit firm for fiscal 2021, and approval of the Company's 2021 Employee Stock
Option Plan. The results of the stockholder votes on each of these proposals is
set forth below.



                                  Page 3 of 5

Proposal One - Election of Directors





Proposal 1

Proposal One. At the 2021 Annual Meeting, the stockholders elected the six candidates nominated by the Company's Board of Directors to serve as directors for one-year terms, each until his or her successor is duly elected.

The table below presents the results of the election:





                      FOR         WITHHELD       BROKER NON-VOTE
Gareth Sheridan     4,716,015         1,246                31,295
Serguei Melnik      4,715,016         1,245                31,295
Mark Hamilton       4,702,518        14,743                31,295
Radu Bujorneanu     4,702,518        15,743                31,295
Stefanie Mancas     4,701,518        15,743                31,295
Irina Gram          4,608,335           -0-                   -0-

Proposal Two - Ratification of Selection of Independent Public Registered Accounting Firm


The stockholders ratified the appointment of Sadler, Gibb & Associates, LLC as
the Company's independent registered public accounting firm for the fiscal year
ending January 31, 2021. The results of such vote were:



Votes For    Votes Against       Votes Abstain       Broker Non-Vote
5,002,498                 4               8,835                18,849

Proposal Three - Approval of the 2021 Employee Stock Option Plan

The stockholders voted to approve the Company's 2021 Employee Stock Option Plan, with the results set forth below:





Votes For    Votes Against       Votes Abstain       Broker Non-Vote
4,717,470            17,165               1,475               294,076

Item 7.01. Regulation FD Disclosure.

See attached Press Release issued January 18, 2022, concerning expansion of the Company's product pipeline.

Item 9.01 Financial Statements and Exhibits





(c) Exhibits



Exhibit No.   Description

3.2A            Amended and Restated By-Laws of Nutriband Inc. adopted January 21,
              2022
10.27           Employment Agreement, effective as of February 1, 2022, between the
              Company and Gareth Sheridan.
10.28           Employment Agreement, effective as of February 1, 2022, between the
              Company and Serguei Melnik.
10.29           Employment Agreement, effective as of February 1, 2022, between the
              Company and Gerald Goodman.
99.1            Nutriband Press Release dated January 18, 2022.
104           Cover Page Interactive Data File (embedded within the Inline XBRL
              document)




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