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 14, 2020
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National Research Corporation
(Exact name of registrant as specified in its charter)
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Wisconsin |
001-35929 |
47-0634000 |
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(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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1245 Q Street, Lincoln, Nebraska |
68508 |
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(Address of principal executive offices) |
(Zip Code) |
(402) 475-2525
(Registrant's telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
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$0.001 Par Value Common Stock |
NRC |
The NASDAQ Stock Market |
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).
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Emerging growth company ☐ |
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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. ☐
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Item 5.03 |
Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
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On May 14, 2020, the Board of Directors (the “Board”) of National Research Corporation, a Wisconsin corporation (the “Company”), amended the Company’s By-Laws (the “Amended By-Laws”) to specifically permit shareholder meetings to be held by means of remote communication in accordance with the Wisconsin Business Corporation Law. The Amended By-Laws also make certain related clarifying and conforming changes. |
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The Amended By-Laws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description of the Amended By-Laws is qualified in its entirety by reference to the full text of the Amended By-Laws. |
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Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
Exhibits. |
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EXHIBIT NUMBER |
EXHIBIT DESCRIPTION |
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3.1 |
By-Laws of National Research Corporation, as amended to date. |
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SIGNATURE
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.
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NATIONAL RESEARCH CORPORATION |
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(Registrant) |
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Date: May 15, 2020 |
By: |
/s/ Kevin R. Karas |
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Kevin R. Karas |
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Senior Vice President Finance, Chief Financial Officer, Treasurer and Secretary
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EXHIBIT INDEX
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EXHIBIT NUMBER |
EXHIBIT DESCRIPTION |
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3.1 |
By-Laws of National Research Corporation, as amended to date. |