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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): March 16, 2023

 

INOTIV, INC.
(Exact name of registrant as specified in its charter)

 

Indiana   0-23357   35-1345024
(State or other jurisdiction of
incorporation)		   (Commission File Number)   (IRS Employer Identification No.)

  

2701 KENT AVENUE

WEST LAFAYETTE, indiana

  

 

47906-1382

(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code: (765) 463-4527

 

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))

  

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 Shares NOTV The Nasdaq Stock Market LLC

 

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. ¨

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On March 16, 2023, Inotiv, Inc. (the “Company”) held its annual meeting of shareholders. A total of 16,737,182 shares of the Company’s common stock outstanding and entitled to vote were present at the meeting in person or by proxy. The following is a summary of matters voted on at the meeting:

 

(a) Two Class II members of the Board of Directors were elected to serve a three-year term until the 2026 annual meeting of shareholders by the following votes:

 

Nominee  For  Withheld  Broker Non-Votes
Richard A. Johnson, Ph.D.  6,032,125  3,325,163  7,379,894
Nigel Brown, Ph.D.  8,432,012  925,276  7,379,894

 

(b) The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2023 was ratified by the following votes:

 

Vote Type  Voted
For  16,708,516
Against  7,075
Abstain  21,591
Broker Non-Votes  0

 

 

 

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.

 

  INOTIV, INC.
     
     
Date: March 17, 2023 By:  /s/ Beth A. Taylor
    Chief Financial Officer, Senior Vice President – Finance

 

 

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