DEFA14A 1 defa14a112025.htm FORM DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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☐ | Preliminary Proxy Statement

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☐ | Definitive Proxy Statement

☒ | Definitive Additional Materials

☐ | Soliciting Material under Section 240.14a-12

________________________________________________

NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION

(Name of Registrant as Specified In Its Charter)

________________________________________________

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Your Vote Counts! *Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Smartphone users Point your camera here and vote without entering a control number For complete information and to vote, visit www.ProxyVote.com Control # V81682 - P38913 NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION 2026 Annual Meeting Vote by January 15, 2026 11:59 PM ET NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION 4201 WOODLAND ROAD, P.O. BOX 69 CIRCLE PINES, MN 55014 You invested in NORTHERN TECHNOLOGIES INTERNATIONAL CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on January 16, 2026. Get informed before you vote View the Combined Annual Report and Proxy Statement Document online OR you can receive a free paper or email copy of the material(s) by requesting prior to January 2, 2026. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1 - 800 - 579 - 1639 or (3) send an email to sendmaterial@proxyvote.com. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. Vote in Person at the Meeting* January 16, 2026 8:00 AM CST Northern Technologies International Corporation Corporate Offices 4201 Woodland Road Circle Pines, MN 55014

Vote at www.ProxyVote.com THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Delivery Settings”. V81683 - P38913 1. To elect eight persons to serve as directors until our next annual meeting of stockholders or until their respective successors are elected and qualified. For Nominees: 05) Ramani Narayan, Ph.D. 01) Nancy E. Calderon 06) Richard J. Nigon 02) Sarah E. Kemp 07) Cristina Pinho 03) Sunggyu Lee, Ph.D. 08) Konstantin von Falkenhausen 04) G. Patrick Lynch For 2. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the accompanying proxy statement. 1 Year 3. To indicate, on an advisory basis, whether future votes to approve executive compensation should occur every one, two, or three years. For 4. To ratify the appointment of Baker Tilly US, LLP as our independent registered public accounting firm for the fiscal year ending August 31, 2026. NOTE : To transact such other business as may properly come before the meeting or any adjournment of the meeting. Voting Items Board Recommends