8-K

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, 2023

NATIONAL BANKSHARES, INC.

(Exact name of Registrant as specified in its charter)

101 Hubbard Street

Blacksburg, VA 24060

(Address of principal executive offices)

(540) 951-6300

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report) Not applicable

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 (see General Instruction A.2. below):

☐               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:

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 9, 2023, National Bankshares, Inc. held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”).  A total of 5,889,687 shares of the Company’s common stock were entitled to vote as of March 8, 2023, the record date for the Annual Meeting.  There were 4,674,174 shares, or 79.4%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on five proposals.

Proposal No. 1 – Vote on Directors

The stockholders elected four Class 3 directors to serve a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders.  The results of the vote were as follows:

The terms of office of the following directors who did not stand for re-election continued after the Annual Meeting:  Lawrence J. Ball, F. Brad Denardo, John E. Dooley, Michael E. Dye, Norman V. Fitzwater III, Mary G. Miller and Glenn P. Reynolds

Proposal No 2 – Approval of the National Bankshares, Inc. 2023 Stock Incentive Plan

The stockholders approved the Company’s proposed Stock Incentive Plan. The results of the vote were as follows:

Proposal No. 3 – Advisory (Non-Binding) Vote to Approve Executive Compensation

The stockholders approved a (non-binding) advisory vote to approve the compensation of the named executive officers.  The results of the vote were as follows:

Proposal No. 4 – Advisory (Non-Binding) Vote on the Frequency of Future Stockholder Votes to Approve Executive Compensation

The stockholders approved a (non-binding) advisory vote on the frequency of future stockholder votes on executive compensation to be one year. The results of the vote were as follows:

Proposal No. 5 – Ratification of the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2023.

The stockholders voted to ratify the Company’s Board of Directors’ appointment of Yount, Hyde & Barbour, P.C. to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2023.  The results of the vote were as follows:

SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NATIONAL BANKSHARES, INC.

Date:     May 11, 2023

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