NRC National Research Corporation

Wisconsin

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)

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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))

Item 2.02

Results of Operations and Financial Condition.

On November 3, 2020, National Research Corporation, a Wisconsin corporation (the "Company"), issued a press release announcing its financial and operating results for the third quarter ended September 30, 2020. A copy of the press release is furnished as Exhibit 99.1 to this report and is incorporated by reference herein.

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 3, 2020, the Company announced the Company’s Board of Directors appointed Michael D. Hays to serve as President of the Company, effective October 2, 2020.

 

Mr. Hays, 65, has served as Chief Executive Officer and director of the Company since he founded the Company in 1981. He also served as President of the Company from 1981 to 2004 and from July 2008 to July 2011. Prior to founding the Company, Mr. Hayes served for seven years as a Vice President and a director of SRI Research Center, Inc. (n/k/a the Gallup Organization).

 

There no transactions between the Company and Mr. Hays that are required to be disclosed under Item 404(a) of Regulation S-K, and Mr. Hays does not have any family relationship with any director or executive officer of the Company. Mr. Hays is not party to any material plan, contract, or arrangement with the Company entered into in connection with his appointment, and Mr. Hays’ will not receive any additional compensation for serving as President.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

EXHIBIT

NUMBER

EXHIBIT DESCRIPTION

99.1

National Research Corporation press release announcing its financial and operating results for the third quarter ended September 30, 2020.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

The information contained in Items 2.02 and 9.01 of this report and the exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

The information in Items 2.02 and 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.