nrc20240510_8k.htm
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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):
May 8, 2024
 
 
National Research Corporation
(Exact name of registrant as specified in its charter)
 
Delaware
001-35929
47-0634000
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
1245 Q Street, Lincoln, Nebraska
68508
(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:
 
☐
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
$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).
 
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 5.07
Submission of Matters to a Vote of Security Holders.
 
On May 8, 2024, National Research Corporation, a Delaware corporation (the “Company”), held its 2024 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:
 
 
●
The election of two directors, Michael D. Hays and John N. Nunnelly, to the Board for a three-year term to expire at the Company’s 2027 annual meeting of shareholders;
 
 
●
The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024; and
 
 
●
An advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement relating to the Annual Meeting
 
As of the March 20, 2024, the record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 23,871,543 shares of the Company’s common stock were outstanding and eligible to vote. Approximately 96% of all shares (and votes) were represented at the Annual Meeting or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:
 
Election of Directors
 
The shareholders elected Michael D. Hays and John N. Nunnelly as directors for three-year terms to expire at the Company’s 2027 annual meeting of shareholders. The results of the vote were as follows:
 
   
For
  
Against
  
Abstain
  
Broker Non-Votes
Name
  
Votes
  
Percentage(1)
  
Votes
  
Percentage(1)
  
Votes
  
Percentage(2)
  
Votes
  
Percentage(2)
Michael D. Hays
  
21,614,892
  
97.12%
  
640,441
  
2.87%
  
29,044
  
N/A
  
582,200
  
N/A
John N. Nunnelly
  
20,297,568
  
91.20%
  
1,957,765
  
8.79%
  
29,044
  
N/A
  
582,200
  
N/A
 
Ratify Appointment of KPMG LLP for 2024
 
The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024. The results of the vote were as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
Votes
  
Percentage(1)
  
Votes
  
Percentage(1)
  
Votes
  
Percentage(2)
  
Votes
  
Percentage(2)
22,668,033
  
99.18%
  
186,289
  
0.81%
  
12,255
  
N/A
  
0
  
N/A
 
Non-binding, Advisory Vote to Approve Executive Compensation
 
The shareholders approved on an advisory basis the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement relating to the Annual Meeting. The results of the non-binding, advisory vote were as follows:
 
For
  
Against
  
Abstain
  
Broker Non-Votes
Votes
  
Percentage(1)
  
Votes
  
Percentage(1)
  
Votes
  
Percentage(2)
  
Votes
  
Percentage(2)
21,971,558
  
98.88%
  
248,724
  
1.11%
  
64,095
  
N/A
  
582,200
  
N/A
 
(1)
Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.
(2) “N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.
 
 
 
 
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.
 
 
NATIONAL RESEARCH CORPORATION
 
(Registrant)
  
     
Date: May 13, 2024
By:
/s/ Linda Stacy
   
Linda Stacy
   
Secretary, Principal Financial Officer, and Principal Accounting Officer