Natural Alternatives International (NAII) investors approve director, equity plan and auditor at meeting

Rhea-AI Filing Summary

Natural Alternatives International, Inc. reported the results of its annual stockholder meeting held on December 5, 2025. Stockholders elected Class II director Alan G. Dunn to continue serving until the next Class II election and until his successor is elected and qualified.

Investors also approved the First Amendment to the 2020 Omnibus Equity Incentive Plan, allowing the company to continue using equity-based awards as part of its compensation programs. Stockholders ratified the selection of Haskell & White LLP as the independent registered public accounting firm for the fiscal year ending June 30, 2026.

On executive pay matters, stockholders approved, on an advisory and non-binding basis, the compensation of the company’s named executive officers. In a separate advisory vote on the frequency of future say-on-pay votes, stockholders supported holding the vote every three years.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

DATE OF REPORT (Date of earliest event reported): December 5, 2025

000-15701

(Commission file number)

NATURAL ALTERNATIVES INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Delaware	84-1007839
(State of incorporation)	(IRS Employer Identification No.)
1535 Faraday Avenue Carlsbad, California 92008	(760) 736-7700
(Address of principal executive offices)	(Registrant’s telephone number)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common	NAII	NASDAQ

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Our Annual Meeting of Stockholders was held on December 5, 2025. The following table sets forth the matters voted upon at the meeting and the results of the voting on each matter voted upon:

Matter Voted Upon		Votes For				Withheld				Votes Against				Abstentions				Broker Non-Votes
Election of one Class II director to serve until the next annual meeting of stockholders held to elect Class II directors and until such director’s successor is elected and qualified:
Alan G Dunn			3,096,094				132,700				—				—				1,519,356
Approval of the First Amendment to the 2020 Omnibus Equity Incentive Plan			3,025,686				—				195,970				7,138				1,519,356
Ratification of the selection of Haskell & White LLP as our independent registered public accounting firm for the fiscal year ending June 30, 2026			4,660,314				—				83,683				4,153				—
To approve, on an advisory, non-binding basis, the compensation of the Company's named executive officers			3,092,272				—				99,248				37,274				1,519,356
An advisory, non-binding vote regarding the frequency of voting by the stockholders on the executive compensation of the Company's executive officers
One year			1,165,476				—				—				—				—
Two years			20,602				—				—				—				—
Three years			2,006,157				—				—				—				—
Abstentions and non-votes			—				—				—				36,199				1,519,356

The election of the one named director, the First Amendment to the 2020 Omnibus Equity Incentive Plan, the Ratification of Haskell & White, the compensation of the named executive officers, and the three-year frequency of non-binding votes on executive compensation were each approved by the stockholders at the annual meeting.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Natural Alternatives International, Inc.
Date: December 11, 2025	By:	/s/ Michael E. Fortin
		Michael E. Fortin
		Chief Financial Officer

FAQ

What did Natural Alternatives International (NAII) stockholders decide about the board of directors?

Stockholders elected Alan G. Dunn as a Class II director to serve until the next annual meeting held to elect Class II directors and until his successor is elected and qualified.

Did NAII stockholders approve the First Amendment to the 2020 Omnibus Equity Incentive Plan?

Yes. Stockholders approved the First Amendment to the 2020 Omnibus Equity Incentive Plan, supporting continued use of equity incentives in the company’s compensation structure.

Which audit firm did NAII stockholders ratify for the fiscal year ending June 30, 2026?

Stockholders ratified Haskell & White LLP as the company’s independent registered public accounting firm for the fiscal year ending June 30, 2026.

How did NAII stockholders vote on executive compensation (say-on-pay)?

On an advisory, non-binding basis, stockholders approved the compensation of the company’s named executive officers.

What frequency of say-on-pay votes did NAII stockholders prefer?

In the advisory vote on frequency, stockholders approved a three-year interval for non-binding votes on executive compensation.

Was there any change to NAII’s independent registered public accounting firm?

Stockholders ratified the selection of Haskell & White LLP for the fiscal year ending June 30, 2026, confirming the firm as the company’s independent auditor for that period.