8-K

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 23, 2025

Nutriband, Inc.

(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):

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:

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

The Company’s 2025Annual Meeting of Stockholders was held on January 23, 2025, 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 2024 and approval of the Company’s 2024 Amended and Restated Stock Option Plan. 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 approval of the Company’s 2024 Amended and Restated Stock Option Plan and the votes on “say on pay” on executive compensation and “say on frequency” of the shareholder say on pay votes.:

Annual Shareholder Meeting

Company Tabulation Report

1/23/2025

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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.

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