Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 17, 2022, at the annual meeting of shareholders of Inotiv, Inc. (the "Company"), the shareholders of the Company approved an amendment to the Company's Amended and Restated 2018 Equity Incentive Plan (the "Equity Plan"). The amendment consists of the removal from Section 4.3 of the Equity Plan of certain limitations on the number of stock options, stock appreciation rights, shares of restricted stock and restricted stock units that could be awarded to an employee participant in any fiscal year.

As previously reported, the Company's Board of Directors approved retention and annual incentive grants of restricted stock units ("RSUs") to Robert W. Leasure, Jr., the Company's President and Chief Executive Officer. The RSUs granted as Mr. Leasure's retention award and the RSUs in excess of 42,429 granted as part of Mr. Leasure's annual incentive award were subject to the approval of the amendment to the Equity Plan by the Company's shareholders at the annual meeting. As a result of such approval, 349,315 additional RSUs were granted to Mr. Leasure effective March 17, 2022.

A more complete description of the terms of the Equity Plan, including the amendment, can be found in "Proposal 3 - Amendment of the Amended and Restated 2018 Equity Incentive Plan" in the Company's definitive proxy statement filed with the Securities and Exchange Commission on February 3, 2022. The foregoing summary of the Equity Plan and the amendment is qualified in its entirety by reference to the full text of the Equity Plan, as amended, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.



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Item 5.07 Submission of Matters to a Vote of Security Holders

On March 17, 2022, the Company held its annual meeting of shareholders. A total of 24,779,832 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:

Two Class I members of the Board of Directors were elected to serve a (a) three-year term until the 2025 annual meeting of shareholders by the


    following votes:


Nominee                          For     Withheld    Broker Non-Votes
Robert W. Leasure, Jr.    15,892,316    3,079,812           1,642,003
R. Matthew Neff           15,951,850    3,020,278           1,642,003

(b) The appointment of Ernst & Young US LLP as our independent registered public

accounting firm for fiscal 2022 was ratified by the following votes:




Vote Type         Voted
For          20,597,369
Against          14,238
Abstain           2,524

(c) The proposal to approve the amendment of the Amended and Restated 2018 Equity

Incentive Plan was approved by the following votes:




Vote Type                Voted
For                 16,649,570
Against              2,296,726
Abstain                 25,832

Broker Non-Votes 1,642,003

The proposal to approve the compensation of the Company's named executive (d) officers as described in the Proxy Statement was approved by the following


    votes:


Vote Type                Voted
For                 13,198,972
Against                310,085
Abstain                 16,540
Broker Non-Votes     2,314,557

Item 9.01 Financial Statements and Exhibits

(d) Exhibits




10.1          Amended and Restated Inotiv, Inc. 2018 Equity Incentive Plan (As
            amended through January 25, 2022) (incorporated by reference to
            Annex A to the Company's definitive proxy statement for its 2022
            annual meeting of shareholders filed on February 3, 2022)
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document)

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