STOCKHOLDERS’ EQUITY

The Company held its

2019

Annual Meeting of Stockholders (

2019

Annual Meeting) on

January 18, 2019.

At the

2019

Annual Meeting, a proposal to ratify an amendment to the Company’s Restated Certificate of Incorporation to increase the Company’s authorized shares of common stock from

10,000,000

15,000,000

(Share Increase Amendment) was approved by the Company’s stockholders by the required vote. The proposal to approve the Share Increase Amendment was initially voted on and approved at the

2018

Annual Meeting of Stockholders. However, because the description of the authority of brokers to vote on proposals without instruction in the proxy statement for the

2018

Annual Meeting of Stockholders could have created some uncertainty as to the effect of the vote obtained at last year’s meeting, and out of an abundance of caution, the Board requested that stockholders at the

2019

Annual Meeting ratify the filing and effectiveness of the Certificate of Amendment to the Company’s Restated Certificate of Incorporation, which was filed with the Secretary of State of the State of Delaware on

January 16, 2018,

pursuant to Delaware law, in order to eliminate any uncertainty related to the effectiveness of the share increase amendment. Since the ratification proposal was approved by stockholders at the

2019

Annual Meeting, the ratification will be retroactive to

January 16, 2018,

the time of filing of the Share Increase Amendment with the Secretary of State of the State of Delaware.

November 16, 2018,

the Board of Directors, upon recommendation of the Compensation Committee, approved the Northern Technologies International Corporation

2019

Stock Incentive Plan (the

2019

Plan) subject to approval by the Company’s stockholders at its

2019

Annual Meeting. The stockholders approved the

2019

Plan, which will replace the Northern Technologies International Corporation Amended and Restated

2007

Stock Incentive Plan (

2007

Plan), with the remaining shares available for grant under the

2007

Plan rolling over into the

2019

Plan, and

new awards will be granted under the

2007

Plan. The terms of the

2007

Plan will continue to govern awards outstanding under the

2007

Plan until exercised, expired, paid, or otherwise terminated or canceled. Subject to adjustment, the maximum number of shares of common stock to be authorized for issuance under the

2019

Plan is

400,000

shares.

stock options or other equity awards have been granted under the

2019

Plan as of

February 28, 2019.

During the

six

months ended

February 28, 2019,

the Company granted stock options under the

2007

Plan to purchase an aggregate of

70,884

shares of its common stock to various employees and directors. The weighted average per share exercise price of the stock options is

$36.45,

which was equal to the fair market value of the Company’s common stock on the date of grant. During the

six

months ended

February 28, 2019,

stock options to purchase common stock were exercised.

During the

six

months ended

February 28, 2018,

the Company granted stock options under the

2007

Plan to purchase an aggregate of

47,252

shares of its common stock to various employees and directors during the

six

months ended

February 28, 2018.

The weighted average per share exercise price of the stock options is

$18.35,

which was equal to the fair market value of the Company’s common stock on the date of grant. During the

six

months ended

February 28, 2018,

stock options to purchase an aggregate of

1,500

shares of common stock were exercised at a weighted average exercise price of

$10.25

per share.

The Company issued

874

and

891

shares of common stock on

September 1, 2018

and

2017,

respectively, under the Northern Technologies International Corporation Employee Stock Purchase Plan (the ESPP).

During the

six

months ended

February 28, 2019,

the Company’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of the Company’s common stock:

Declaration Date	Amount		Record Date	Payable Date
October 24, 2018	$	0.12	November 7, 2018	November 21, 2018
January 23, 2019	$	0.12	February 6, 2019	February 22, 2019

During the

six

months ended

February 28, 2018,

the Company’s Board of Directors declared cash dividends on the following dates in the following amounts to the following holders of the Company’s common stock:

Declaration Date	Amount		Record Date	Payable Date
November 20, 2017	$	0.10	December 8, 2017	December 21, 2017
January 24, 2018	$	0.10	February 8, 2018	February 21, 2018

During the

six

months ended

February 28, 2019

and

2018,

the Company repurchased

shares of its common stock.