{"url_path":"/sec/notv/8-k/2026-05-18/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-05-18","source_url":"https://www.sec.gov/Archives/edgar/data/720154/0001104659-26-063032-index.html","accession_number":"0001104659-26-063032","cik":"0000720154","ticker":"NOTV","issuer_name":"Inotiv, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/720154/0001104659-26-063032-index.html","primary_entity_key":"0000720154","primary_entity_name":"Inotiv, Inc."},"word_count":1006,"has_tables":true,"body_markdown":"** **\n\n**Item 5.02. Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n** **\n\n*Appointment of Certain Officers*\n\n** **\n\nOn May 14, 2026, based on the recommendation\nof the Nominating/Corporate Governance Committee, the Board of Directors (the “Board”) of the Company increased the size\nof the Board from seven to nine members, and appointed Eugene Davis and John T. Young, Jr. to the Board to fill the vacancies created by\nsuch increase. Mr. Davis was appointed to Class II of the Board, which term expires at the 2026 Annual Meeting of Shareholders of\nthe Company, and Mr. Young was appointed to Class I of the Board, which term expires at the 2028 Annual Meeting of Shareholders of\nthe Company.\n\n \n\n3 \n\n \n\n \n\nMessrs. Davis and Young were appointed to the\nBoard in connection with the entry into the Ninth Amendment as described above in Item 1.01, as independent directors to serve on the\nSpecial Committee of the Board (the “Special Committee”) established pursuant to the terms of the Amended Credit Agreement.\nMr. Harrington, another independent member of the Board, was appointed to the Special Committee along with Messrs. Davis and Young, and\nMr. Davis was designated as Chairperson of the Special Committee. The Special Committee has been delegated exclusive authority to review,\nnegotiate and implement one or more potential recapitalization, reorganization, refinancing, or restructuring transactions, or other strategic\nalternatives including oversight of decision-making in connection with any such strategic alternatives. Each of Messrs. Davis, Harrington\nand Young will receive a fee of $40,000 per month for their service on the Special Committee. Mr. Harrington will continue to participate\nin the Company’s non-employee director compensation program, but Messrs. Davis and Young will not receive any compensation in connection\nwith their Board service, other than the monthly fee for serving on the Special Committee.\n\n \n\nIn connection with their appointment to the Board\nand the Special Committee, on May 14, 2026, each of Messrs. Davis and Young entered into an Independent Director Agreement with the Company\nand its subsidiaries, and Mr. Harrington entered into a Special Committee Agreement with the Company in connection with his service on\nthe Special Committee.\n\n \n\nThe foregoing summaries of the Independent Director Agreement with\nMr. Davis, the Independent Director Agreement with Mr. Young and the Special Committee Agreement with Mr. Harrington do not purport to\nbe complete and are qualified in their entirety by reference to the complete text of such agreements, copies of which are filed as Exhibits\n10.2, 10.3 and 10.4 hereto, respectively, and incorporated into this Item 5.02 by reference.\n\n \n\n4 \n\n \n\n \n\nMessrs. Davis and Young were selected as directors\npursuant to a recommendation of the Nominating/Corporate Governance Committee of the Board, in connection with the Company’s entry\ninto the Ninth Amendment, which contemplates the establishment of a special committee of independent directors. The Board determined that\neach of Messrs. Davis, Young and Harrington is independent under Nasdaq listing standards and disinterested within the meaning of Indiana\nCode Section 23-1-35-1(h).\n\n \n\nThere are no family relationships between either\nof Messrs. Davis or Young and any of the Company’s directors or executive officers. Neither Mr. Davis nor Mr. Young has a direct\nor indirect material interest in any existing or currently proposed transaction that would require disclosure under Item 404(a) of Regulation\nS-K. \n\n \n\n*Executive Retention Plan*\n\n \n\nThe Compensation Committee of the Company’s\nBoard of Directors approved an Executive Retention Plan (the “ERP”) and a Key Employee Retention Plan, subject to the Company’s\nentry into the Ninth Amendment.  The purpose of the plans is to incentivize certain key executives and employees to continue in the\nservice of the Company and preserve and maximize the value of the Company’s business, for the benefit of the Company’s stakeholders.\nThe Compensation Committee also considered the fact that, as previously disclosed, no cash bonuses were paid to the Company’s executive\nofficers and other key employees related to fiscal 2025 performance, and therefore the Compensation Committee determined that the plans\nare important for retaining key talent of the Company. Payments under the plans are expected to aggregate up to $3,934,000. \n\n \n\nThe ERP covers the Company’s named executive\nofficers, and provides that, upon the execution by each such officer of a participation agreement, he or she will receive a lump sum cash\nbonus payment of the following amounts: Mr. Leasure, $1.2 million; Ms. Taylor, $225,000; Dr. Sagartz, $125,000; Ms. Castetter, $225,000;\nand Dr. Hardy, $225,000, subject to clawback in accordance with the terms of the ERP.  Such payments are subject to clawback if the\nofficer’s employment is terminated by the officer without good reason or by the Company for cause, in each case during a period\nof time ending on the earlier of (a) six months following the payment of the bonus and (b) in the event that the Company’s\nexploration of strategic alternatives results in a Chapter 11 filing under the Bankruptcy Code, 30 days following the Company’s\nemergence from such a bankruptcy case.** **\n\n \n\n*Plan and Agreement Amendments* \n\n** **\n\nOn May 17, 2026, the Compensation Committee of\nthe Company’s Board of Directors approved amendments to each of the Company’s Executive Change in Control Severance Plan (the\n“CIC Plan”), the Employment Agreement, dated as of January 27, 2022, by and between the Company and Robert Leasure, Jr. (the\n“Leasure Agreement”), and the Employment Agreement, dated as of October 5, 2018, by and between the Company and John E. Sagartz,\n(the “Sagartz Agreement”). The Compensation Committee amended each of the CIC Plan, the Leasure Agreement and the Sagartz\nAgreement to add an additional provision to the definition of “Good Reason” thereunder. In addition, the Leasure Agreement\nwas amended to clarify the original intent of the sections related to a termination of Mr. Leasure’s employment without cause or\nby Mr. Leasure for good reason not in connection with a change in control, which is to provide that, upon such a termination event, Mr.\nLeasure would receive cash severance payments of one year of his base salary and an amount equal to his prorated target annual bonus for\nthe year of termination."}