Form 8-K - Current report

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

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

Document And Entity Information	May 08, 2024
Document Information [Line Items]
Entity, Registrant Name	National Research Corporation
Document, Type	8-K
Document, Period End Date	May 08, 2024
Entity, Incorporation, State or Country Code	DE
Entity, File Number	001-35929
Entity, Tax Identification Number	47-0634000
Entity, Address, Address Line One	1245 Q Street
Entity, Address, City or Town	Lincoln
Entity, Address, Postal Zip Code	68508
City Area Code	402
Local Phone Number	475-2525
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	NRC
Security Exchange Name	NASDAQ
Entity, Emerging Growth Company	false
Amendment Flag	false
Entity, Central Index Key	0000070487