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

On January 17, 2020, Northern Technologies International Corporation ("NTIC") held an Annual Meeting of Stockholders (the "2020 Annual Meeting"). As of the close of business on November 20, 2019, the record date for the 2020 Annual Meeting, there were 9,090,413 shares of common stock outstanding and entitled to vote at the 2020 Annual Meeting. Each share of common stock was entitled to one vote. Stockholders holding an aggregate of 6,513,140 shares of common stock entitled to vote at the 2020 Annual Meeting, representing 71.64% of the outstanding shares of common stock as of the record date, and which constituted a quorum thereof, were present in person or represented by proxy at the 2020 Annual Meeting.

At the 2020 Annual Meeting, NTIC's stockholders considered four proposals, each of which is described in more detail in NTIC's definitive proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on December 2, 2019.

The final results of NTIC's stockholder vote at the 2020 Annual Meeting on each proposal brought before NTIC's stockholders were as follows:

Proposal No. 1 - Election of directors, each to serve for a term of one year:






                                                                    Broker
                                Votes For      Votes Withheld      Non-Votes
Nancy E. Calderon               5,377,871           9,878          1,125,391
Sarah E. Kemp                   5,356,471          31,278          1,125,391
Soo-Keong Koh                   5,358,951          28,798          1,125,391
Sunggyu Lee, Ph.D.              5,358,551          29,198          1,125,391
G. Patrick Lynch                5,385,451           2,298          1,125,391
Ramani Narayan, Ph.D.           5,380,951           6,798          1,125,391
Richard J. Nigon                5,363,951          23,798          1,125,391
Konstantin von Falkenhausen     5,357,751          29,998          1,125,391




Proposal No. 2   Approval, on an advisory basis, of the compensation of NTIC's
-                named executive officers, as disclosed in NTIC's proxy statement:




Votes For   Votes Against   Votes Abstained   Broker Non-Votes
5,333,618      35,428           18,703           1,125,391




Proposal No. 3   Approval, on an advisory basis, of a frequency of every one year
-                for future advisory votes on executive compensation:




One Year    Two Years   Three Years   Votes Abstained   Broker Non-Votes
4,831,992    87,325       466,832          1,600           1,125,391

In accordance with the result of the advisory vote on Proposal No. 3, NTIC's Board of Directors has determined that NTIC will conduct an executive compensation advisory vote, or say-on-pay vote, every year.









Proposal No.   Ratification of the selection of Baker Tilly Virchow Krause, LLP as
4 -            NTIC's independent registered public accounting firm for the fiscal
               year ending August 31, 2020:




Votes For   Votes Against   Votes Abstained   Broker Non-Votes
6,489,298      22,362            1,480               -

With respect to Proposal One, each of the director nominees was elected by NTIC's stockholders by the required vote. Each of Proposal Two, Proposal Three and Proposal Four was approved by NTIC's stockholders by the required vote.

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