National Bankshares Inc 8-K, filed May 11, 2023
National Bankshares Inc (NKSH)
8-K
2023-05-11
For: 2023-05-11
View Original
Added on
April 07, 2026
About this 8-K
National Bankshares Inc filed this 8-K on May 11, 2023.
Items reported
- Item 5.07: Shareholder vote results
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
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction
of incorporation)
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(Commission File No.)
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(I.R.S. Employer Identification No.)
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(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):
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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:
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For
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Withhold
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Broker Non-Votes
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Charles E. Green, III
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3,425,707
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203,283
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1,045,184
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Mildred R. Johnson
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3,483,683
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145,307
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1,045,184
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William A. Peery
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3,441,533
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187,457
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1,045,184
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James C. Thompson
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3,446,298
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182,692
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1,045,184
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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3,357,278
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227,841
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43,871
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1,045,184
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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:
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For
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Against
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Abstain
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Broker Non-Votes
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3,336,556
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231,328
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59,978
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1,046,312
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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:
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1 year
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2 year
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3 year
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Abstain
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Broker Non-Votes
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3,310,890
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50,681
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138,601
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127,690
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1,046,312
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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:
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For
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Against
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Abstain
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4,517,579
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85,735
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70,860
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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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/s/ F. Brad Denardo
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F. Brad Denardo
Chairman, President and CEO
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