Business Context and Reporting Period
This Form 8-K reports on the Annual Meeting of Stockholders for Natural Alternatives International, Inc. (NASDAQ: NAII), held on December 5, 2025. The filing details the voting results for director elections, equity plan amendments, auditor ratification, and executive compensation matters.
Key Financial Metrics
This filing is a current report regarding corporate governance events and does not contain financial performance data. There are no disclosures regarding revenue, profit, cash flow, margins, debt, or liquidity in this document.
Material Changes and Voting Results
The following matters were submitted to a vote and approved by stockholders:
- Director Election: Alan G. Dunn was elected as a Class II director with 3,096,094 votes for and 132,700 votes withheld.
- Equity Plan Amendment: The First Amendment to the 2020 Omnibus Equity Incentive Plan was approved with 3,025,686 votes for and 195,970 votes against.
- Auditor Ratification: Haskell & White LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 30, 2026, with 4,660,314 votes for and 83,683 votes against.
- Executive Compensation: The advisory vote on named executive officer compensation was approved with 3,092,272 votes for and 99,248 votes against.
- Compensation Vote Frequency: Stockholders voted to hold advisory votes on executive compensation every three years (2,006,157 votes) rather than annually (1,165,476 votes) or biennially (20,602 votes).
Guidance, Outlook, and Risks
The filing text does not provide management commentary, financial guidance, outlook, or specific risk factors. The report is limited to the procedural outcomes of the annual meeting.
Investor Verification Checklist
- Verify the terms of the First Amendment to the 2020 Omnibus Equity Incentive Plan to understand potential dilution or changes to grant limits.
- Confirm the tenure of the newly elected director, Alan G. Dunn, and his committee assignments.
- Review the upcoming fiscal year-end date of June 30, 2026, for which Haskell & White LLP has been retained.
- Note that the next advisory vote on executive compensation is scheduled for three years from the date of this meeting.