Nutriband (NASDAQ: NTRB) investors back board, double preferred stock

Rhea-AI Filing Summary

Nutriband, Inc. held its 2026 Annual Meeting of Stockholders on January 24, 2026, where shareholders elected seven directors to one-year terms and ratified Sadler, Gibb & Associates, LLC as independent auditor for 2025.

Stockholders also approved an amendment to the Articles of Incorporation increasing authorized preferred stock from 10,000,000 to 20,000,000 shares, and supported the advisory “say on pay” vote for executive compensation. In an advisory vote on frequency, shareholders favored holding the say-on-pay vote every one year.

After the meeting, the Board appointed two new directors, Alessandro Puddu, an Italian Chartered Accountant and Statutory Auditor with extensive audit and corporate advisory experience, and Viorica Carlig, a manager in the aircraft services industry with significant management, growth, and regulatory compliance experience and advanced degrees in economics, business, law, and commerce.

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SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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) January 24, 2026

Nutriband, Inc.

Nevada		000-40854		81-1118176
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

121 S. Orange Ave. Suite 1500 Orlando, Florida		32801
(Address of Principal Executive Offices)		(Zip Code)

(407) 377-6695

Registrant’s Telephone Number, Including Area Code

(Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):

☐ 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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		NTRB		The Nasdaq Stock Market LLC
Warrants		NTRBW		The Nasdaq Stock Market LLC

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

The Company’s 2026Annual Meeting of Stockholders was held on January 24, 2026, in Orlando, Florida. At the meeting five proposals were on the agenda for approval by the Company’s stockholders: election of seven directors, ratification of the engagement of Sadler, Gibb & Associates, LLC as the Company’s independent audit firm for fiscal 2025 and approval of the Company’s Amendment to its Articles of Incorporation to increase the number of shares of the Company’s Preferred Stock authorized for issuance from 10,000,000 shares to 2o0,000 shares. In addition, the non-binding “say on pay” vote on approval of executive compensation and the “say on frequency” vote on the frequency of the say on pay vote were voted on by the stockholders. The results of the stockholder votes on each of these proposals is set forth below.

At the 2025 Annual Meeting, the stockholders elected the seven 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 and qualified.

The table below presents the results of the shareholder votes at the Company’s 2025 Annual Meeting on the election of seven directors, the ratification of the selection of the Company’s audit firm for 2024, the Company’s Amendment to its Articles of Incorporation to increase the number of shares of Preferred Stock authorized for issuance from 10,000,000 shares to 20,000,000 shares, and the votes on “say on pay” on executive compensation and “say on frequency” of the shareholder say on pay votes.:

Following the completion of the shareholder meeting, the Board of Directors, at its Annual Meeting, elected the following two new directors to the Company’s Board of Directors, to serve and hold office until the next annual meeting of stockholders, or until their earlier resignacingn or removal from office.

Alessandro Puddu, age 42, is an Italian Chartered Accountant and Statutory Auditor with a practice of audit, corporate advisory and financial reporting for industrial groups and listed companies. He advises companies on tax and corporate matters, company valuations, extraordinary corporate transactions and IAS/IFRS reporting, including consolidated financial statements. At the beginning of his career, he worked at PricewaterhouseCoopers as a Senior Auditor, reviewing Italian and multinational companies operating in various industrial sectors and is.enrolled in the Italian Register of Chartered Accountants (Dottori Commercialisti), the Register of Statutory Auditors held by the Italian Ministry of Economy and Finance, and the Register of Crisis & Insolvency Practitioners, and he has a Master’s Degree in Economics and Management.

Viorica Carlig, age 50, has been the manager of TII Jet Services LDA, an aircraft service company, and has professional management experience for a substantial period in the management and growth of companies in the aircraft industry and as well in the industry’s regulatory compliance requirements. She received Ph.D. in Economics in 1999, and a Masters Degree in Business Administration from the Bucharest Academy of Economic Studies in 2006 and 1999, respectively. She further received Bachelor Degrees in Law and Commerce from the University of Bucharest and the Bucharest Academy of Economic Studies, in 2002 and 1998, respectively.

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Nutriband Shareholder Meeting - 01/24/26 Total Votes 10,740,961 88.22 % % of
Total
Shares

Director Nominations - #1 through #7		Name		Votes For				Votes Abstain				Non-Vote				% of Total Shares For
1		Gareth Sheridan			10,708,499				32,462				1,433,922				87.96	%
2		Serguei Melnik			10,718,645				22,316				1,433,922				88.04	%
3		Mark Hamilton			10,522,345				218,616				1,433,922				86.43	%
4		Radu Bujoreanu			10,538,426				202,535				1,433,922				86.56	%
5		Irina Gram			10,694,869				46,092				1,433,922				87.84	%
6		Stefani Mancas			10,536,442				204,519				1,433,922				86.54	%
7		Sergei Glinka			10,704,114				36,847				1,433,922				87.92	%

		Votes For				Votes Against				Votes Abstain				Non Vote				% of Total Shares For
#2 - Ratify the selection of Sadler Gibb & Associates as Nutriband’s independent auditor for 2025			10,663,780				75,686				1,495				1,433,922				87.59	%
#3 - Adopt and aprove the Company’s Amendment to its Articles of Incorporation that would increase the number of authorized preferred shares from 10,000,000 to 20,000,000			10,500,777				239,819				365				1,433,922				86.25	%
#4 - Advisory aproval of executiver compensation			10,686,835				48,560				5,566				1,433,922				87.78	%

		Every 1 Year				Every 2 Years				Every 3 Years				Votes Abstain				Non Vote				% of Total Shares For
#5 -Advisory vote on the frequency of the advisory vote on executive compensation			10,612,109				4,038				36,234				88,580				1,433,922				87.16	%

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being filed with this Current Report on Form 8-K:

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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 THEREUNTO DULY AUTHORIZED.

	NUTRIBAND, INC.
Date: February 3, 2026	By:	/s/ Gareth Sheridan
		Gareth Sheridan
		Chief Executive Officer

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FAQ

What did Nutriband (NTRB) shareholders approve at the 2026 annual meeting?

Nutriband shareholders elected seven directors, ratified Sadler, Gibb & Associates, LLC as auditor for 2025, approved increasing authorized preferred stock to 20,000,000 shares, backed executive compensation in an advisory vote, and chose an annual frequency for future say-on-pay votes.

How did Nutriband (NTRB) change its authorized preferred stock?

Shareholders approved an amendment to Nutriband’s Articles of Incorporation increasing the number of authorized preferred shares from 10,000,000 to 20,000,000. This change expands the company’s flexibility to issue preferred stock in the future if the board chooses to do so.

Who were the two new directors appointed to Nutriband’s board?

After the meeting, Nutriband’s board appointed Alessandro Puddu and Viorica Carlig as new directors. Puddu is an Italian Chartered Accountant and Statutory Auditor, while Carlig manages an aircraft service company and has extensive experience in company management and regulatory compliance.

What was the result of Nutriband’s say-on-pay vote in 2026?

Shareholders gave advisory approval to Nutriband’s executive compensation, with the say-on-pay proposal receiving majority support. They also voted on how often to hold this advisory vote and chose a frequency of every one year for future say-on-pay votes.

Which audit firm did Nutriband shareholders ratify for fiscal 2025?

Shareholders ratified Sadler, Gibb & Associates, LLC as Nutriband’s independent registered public accounting firm for fiscal 2025. The ratification confirms shareholder support for continuing with the same audit firm to review the company’s financial statements for that fiscal year.

How often will Nutriband (NTRB) hold advisory votes on executive pay?

In the advisory vote on frequency, Nutriband shareholders selected an annual schedule for the say-on-pay vote. This means investors will have the opportunity each year to express a non-binding opinion on the company’s executive compensation practices.