nhc20200511_8k.htm
false
0001047335
0001047335
2020-05-07
2020-05-07
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): May 11, 2020 (May 7, 2020)
NATIONAL HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of incorporation)
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001-13489
(Commission File Number)
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52-2057472
(I.R.S. Employer Identification No.)
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100 Vine Street
Murfreesboro, Tennessee
(Address of Principal Executive Offices)
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37130
(Zip Code)
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Registrant’s telephone number, including area code: (615) 890-2020
Not Applicable
(Former name or former address, if changed since last report)
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 (17CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.1 par value
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NHC
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NYSE American
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1988 or Rule 12b-2 of the Securities Exchange Act of 1934. 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 standards pursuant to Section 13(a) of the Exchange Act. ☐
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders of National HealthCare Corporation was held on May 7, 2020. As of the record date, there were a total of 15,339,210 shares of Common Stock outstanding and entitled to vote at the annual meeting. At the annual meeting, 11,977,646 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. The following is a summary of the matters voted upon by the Company's shareholders at the Annual Meeting and the related results:
1. The Reelection of W. Andrew Adams, Ernest G. Burgess, III, and Emil E. Hassan as directors to each hold office for a three (3) year term and until their successors have been duly elected and qualified;
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For
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Against
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Abstain
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W. Andrew Adams
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11,056,464
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918,875
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2,307
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Ernest G. Burgess, III
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7,475,424
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4,497,160
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5,062
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Emil E. Hassan
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8,066,583
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3,899,655
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11,408
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2. To consider an advisory vote on compensation of our named executive officers;
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For
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Against
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Abstain
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11,600,237
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342,979
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34,430
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3. To approve adoption of the National HealthCare Corporation 2020 Omnibus Equity Incentive Plan (the “2020 Equity Incentive Plan”);
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For
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Against
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Abstain
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8,642,099
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3,324,969
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10,578
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4. To prepare a report by September 2020 to enhance broader diversity.
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For
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Against
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Abstain
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6,932,164
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4,776,271
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269,211
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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 hereunto duly authorized.
Date: May 11, 2020
NATIONAL HEALTHCARE CORPORATION
By: /s/Stephen F. Flatt
Name: Stephen F. Flatt
Title: CEO