Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


            Appointment of Certain Officers; Compensatory Arrangements of Certain
            Officers.

At an Annual Meeting of Stockholders of Northern Technologies International Corporation ("NTIC") held on January 15, 2021, NTIC's stockholders, upon recommendation of the Board of Directors of NTIC (the "Board"), approved the Northern Technologies International Corporation Amended and Restated 2019 Stock Incentive Plan (the "Amended 2019 Plan"), which incorporates certain amendments to the existing plan (the "2019 Plan"). The Board previously approved the Amended 2019 Plan, subject to approval by NTIC's stockholders, on November 6, 2020.

The Amended 2019 Plan became effective immediately upon approval by NTIC's stockholders and will expire on January 18, 2029, unless terminated earlier by the Board. The Amended 2019 Plan incorporates an amendment to increase the number of shares of NTIC common stock available for issuance under the plan by an additional 800,000 shares and an increase to the limit on incentive stock options commensurate with the overall share authorization. The Amended 2019 Plan also contains a new limit on overall non-employee director compensation of $200,000 per year or $250,000 in the case of a non-employee chairman, lead independent director, or non-employee director in the first year of service on the Board of Directors. This limit on non-employee director compensation is in lieu of the previous limit on the number of shares subject to awards granted to a non-employee director each year. The other terms of the 2019 Plan remain unchanged.

The foregoing summary of the amendments reflected in the Amended 2019 Plan does not purport to be complete and is qualified in its entirety by reference to the text of the Amended 2019 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. A more detailed summary of the Amended 2019 Plan can be found in NTIC's definitive proxy statement for its Annual Meeting of Stockholders held on January 15, 2021, as filed with the Securities and Exchange Commission (the "SEC") on November 30, 2020.

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

On January 15, 2021, NTIC held an Annual Meeting of Stockholders (the "2021 Annual Meeting"). As of the close of business on November 18, 2020, the record date for the 2021 Annual Meeting, there were 9,104,636 shares of common stock outstanding and entitled to vote at the 2021 Annual Meeting. Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 6,390,771 shares of common stock entitled to vote at the 2021 Annual Meeting, representing 70.19% 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 2021 Annual Meeting.

At the 2021 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 2021 Annual Meeting filed with the SEC on November 30, 2020.

The final results of NTIC's stockholder vote at the 2021 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 serve as No. 1 - 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           4,598,719       83,709          1,708,343
Sarah E. Kemp               4,578,602      103,826          1,708,343
Soo-Keong Koh               4,578,982      103,446          1,708,343
Sunggyu Lee, Ph.D.          4,579,133      103,295          1,708,343
G. Patrick Lynch            4,603,137       79,291          1,708,343
Ramani Narayan, Ph.D.       4,599,219       83,209          1,708,343
Richard J. Nigon            4,561,394      121,034          1,708,343

Konstantin von Falkenhausen 4,578,531 103,897 1,708,343

Proposal The compensation of NTIC's named executive officers, as disclosed in NTIC's No. 2 - proxy statement, was approved, on an advisory basis, by the following final


         voting results:




Votes For   Votes Against   Votes Abstained   Broker Non-Votes
4,587,863      83,822           10,743           1,708,343

Proposal The ratification of the selection of Baker Tilly US, LLP as NTIC's No. 3 - independent registered public accounting firm for the fiscal year ending

August 31, 2021 was approved by the following final voting results:




Votes For   Votes Against   Votes Abstained   Broker Non-Votes
6,316,949       9,901           63,921              N/A

Proposal The Northern Technologies International Corporation Amended and Restated No. 4 - 2019 Stock Incentive Plan was approved by the following final voting


         results:




Votes For   Votes Against   Votes Abstained   Broker Non-Votes
4,548,105      125,921           8,402           1,708,343

Item 9.01. Financial Statements and Exhibits.






(d)  Exhibits.



Exhibit No.                                 Description
   10.1         Northern Technologies International Corporation Amended and Restated
              2019 Stock Incentive Plan (filed herewith)

    104       The Cover Page from this Current Report on Form 8-K, Formatted as
              Inline XBRL.

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