Current Report Filing (8-k)
January 23 2023 - 4:32PM
Edgar (US Regulatory)
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2023-01-17
2023-01-17
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
January 17, 2023
INOTIV, INC. |
(Exact name of registrant as specified in its charter) |
Indiana |
|
0-23357 |
|
35-1345024 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
2701 KENT AVENUE
WEST LAFAYETTE, indiana |
|
47906-1382 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant's telephone number, including area code: (765) 463-4527
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
Trading Symbol(s) |
Name of each
exchange
on which registered |
Common Shares |
NOTV |
The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ¨
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On
January 17, 2023, Scott Cragg, a member of the Board of Directors (the “Board”) of Inotiv, Inc. (the “Company”),
notified the Company of his decision to resign from the Board. Mr. Cragg’s resignation is effective at 11:59 p.m. ET on January
23, 2023. Mr. Cragg’s resignation is not as a result of any disagreement between him and the Company, its management, the
Board or any committee of the Board.
Mr.
Cragg had been appointed to the Board in November 2021 as a Class III director in connection with the Company’s acquisition
of Envigo RMS Holding Corp. (“Envigo”). Pursuant to the Shareholders Agreement among the Company and certain former stockholders
of Envigo (the “Shareholders Agreement”), Jermyn Street Associates LLC (“Jermyn Street”) designated Mr. Cragg
as its representative on the Board. As a result of Mr. Cragg’s resignation, Jermyn Street has designated David Landman as its representative
to replace Mr. Cragg, in accordance with the Shareholders Agreement.
To fill the vacancy resulting
from Mr. Cragg’s resignation, the Board has appointed Mr. Landman to the Board, effective as of 12:00 a.m. ET on January 24, 2023,
to serve as a Class III director of the Company for a term ending at the Annual Meeting of Shareholders in 2024. Mr.
Landman was also appointed to serve as a member and the Chair of the Compensation Committee of the Board.
Mr. Landman
does not have an interest in any related person transactions (as defined in Item 404(a) of Regulation S-K) with the Company.
Mr.
Landman’s compensation as a director will be consistent with the compensation package applicable to the Company’s other non-employee directors.
The annual cash retainer for directors is $55,000, and the Chair of the Compensation Committee receives an additional annual cash retainer
of $15,000. Non-employee directors also receive an annual equity award, in the form of restricted stock units or restricted shares, with
a value equal to $110,000.
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
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INOTIV, INC. |
|
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|
|
|
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Date: January 23, 2023 |
By: |
/s/ Beth A. Taylor |
|
|
Chief Financial Officer |
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