ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPONTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
5.02(b) Director Resignations
The Board of Directors (the "Board") of Natural Alternatives International, Inc.
(the "Company") received letters of resignation tendered by Alan J. Lane and Lee
G. Weldon two of its directors. Both letters of resignation stated their
resignation would be effective September 18, 2021, and both letters of
resignation stated they were not the result of any disagreement with the Board,
the Company's management, its independent accountant or legal counsel. No new or
modified compensatory arrangements were entered into by the Company with the
departing directors.
5.02(d) Appointment of a Director
On September 17, 2021, the Board appointed a new director to a vacant seat on
the Board resulting from the death of a director. The Board appointed Dr. Guru
Ramanathan to complete the remaining term of the deceased director ending on the
annual meeting of stockholders to elect directors in Class I currently scheduled
to be held on December 3, 2021. The Board also accepted the recommendation of
the Nominating Committee and resolved to nominate Dr. Ramanathan to be elected
by the stockholders as a director in Class I at the annual stockholder meeting
to be held on December 3, 2021. The only compensatory arrangement entered into
between the Company and Dr. Ramanathan to be effective prior to his potential
election as a director by the stockholders is to pay Dr. Ramanathan the same
fees that are paid to other directors for attendance at Board and Committee
meetings and to pay or reimburse the reasonable cost of traveling to and
attending any such meetings.
In light of these changes in the composition of the Board and for related
reasons, the Board also took the following actions.
Decrease in Board Size
In light of the size of the Company, and in order to meet currently applicable
state statutory requirements regarding the composition of the Board of Directors
and in doing so to avoid an otherwise required significant increase in the size
of the Board which primarily due to cost and effectiveness the Board determined
would not to be in the Company's best interest, the Board determined it would
best provide for the efficient and effective governance of the Company to reduce
the current size of the Board. Therefore, effective September 18, 2021, the
Board approved a decrease in the size of the Board from 6 directors to 4
directors. As a result of the director resignations and the change in the size
of the Board, the Board now has 4 members, three of whom are independent, and no
vacancies.
Board Committee Appointments
On September 17, 2021, the Board of Directors appointed Alan G. Dunn, Laura Kay
Matherly and Guru Ramanathan to the Nominating Committee of the Board of
Directors and appointed Alan G. Dunn to serve as Chair of the Nominating
Committee. On the same date, the Board appointed Laura Kay Matherly to be the
Chair of the Human Resources Committee and also appointed Guru Ramanathan to the
Audit Committee and the Human Resources Committee. As a result of the director
resignations and the Committee appointments, all three Committees of the Board
(Audit Committee, Human Resources Committee and Nominating Committee) are now
comprised of directors Alan G. Dunn, Laura Kay Matherly and Guru Ramanathan.
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ITEM 7.01 REGULATION FD DISCLOSURE.
The Company has added an investor presentation to its website. The presentation
can be found on the investor relations tab of the website at
https://www.nai-online.com/our-company/investors/ . A copy of the Investor
Presentation is attached hereto as Exhibit 99.1 and incorporated by reference
herein.
On September 20, 2021, NAI issued a press release announcing its fourth quarter
and annual financial results, the appointment of Dr. Guru Ramanathan to the
Board of Directors, and the addition of a new investor presentation to its
website. A copy of the press release is attached hereto as Exhibit 99.3 and
incorporated by reference herein.
ITEM 8.01 OTHER EVENTS.
Determination of Director Independence and Audit Committee Financial Experts
On September 17, 2021, the Board, under advisement by legal counsel and the
Nominating Committee, undertook an analysis regarding director independence and
determined that each of Alan G. Dunn, Laura Kay Matherly and Guru Ramanathan are
independent directors. On the same date the Board undertook an analysis of Audit
Committee Financial Experts and determined Alan G. Dunn and Laura Kay Matherly
are each an Audit Committee Financial Expert within the meaning of current SEC
regulations.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits.
99.4 Investor Presentation September 2021
99.5 NAI Press Release issued on September 20, 2021.
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