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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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(Address of principal executive offices)
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(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))
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| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| $0.001 Par Value |
The |
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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).
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Emerging growth company
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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. ☐
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On May 18, 2022, the Board of Directors (the “Board”) of National Research Corporation (the “Company”), upon the recommendation of the Board’s Nominating Committee, appointed Parul Bhandari to serve as a director and fill a vacancy on the Board, effective immediately. Ms. Bhandari will serve as a Class II director, with a term expiring at the Company’s 2023 annual meeting of shareholders and thereafter until her successor has been duly elected and qualified or until her earlier, death, resignation, or removal. Ms. Bhandari was also appointed to the Strategy, Nominating, and Compensation and Talent Committees of the Board.
There are no arrangements or understandings between Ms. Bhandari and any other person pursuant to which Ms. Bhandari was appointed to serve on the Board.
Ms. Bhandari does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Ms. Bhandari will receive compensation, including cash compensation and equity awards, for her services as a director in accordance with the Company’s standard compensation policies for non-employee directors described in the Company’s definitive proxy statement for the 2022 annual meeting of shareholders, as filed with the Securities and Exchange Commission on April 7, 2022 (the “2022 Proxy Statement”).
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Item 7.01
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Regulation FD Disclosure.
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On May 19, 2020, the Company issued a press release announcing Ms. Bhandari’s appointment to the Board. A copy of the press release is attached to this report as Exhibit 99.
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Item 9.01
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Financial Statements and Exhibits.
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99
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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The information contained in Items 7.01 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, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
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NATIONAL RESEARCH CORPORATION
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(Registrant)
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Date: May 20, 2022
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By:
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/s/ Kevin R. Karas
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Kevin R. Karas
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Senior Vice President Finance, Chief Financial
Officer, Treasurer and Secretary
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EXHIBIT
NUMBER
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EXHIBIT DESCRIPTION
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99
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National Research Corporation press release announcing Ms. Bhandari’s appointment.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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Exhibit 99
National Research Corporation Announces Appointment to Board of Directors
Microsoft Executive Parul Bhandari Brings Digital Transformation Expertise to Board
LINCOLN, Neb., May 19, 2022 (GLOBE NEWSWIRE) -- National Research Corporation, doing business as NRC Health (“NRC Health,” “NRC”, the “Company), the leading provider of in-depth customer insights in healthcare, today announced the appointment of Parul Bhandari to its Board of Directors, effective immediately.
“Along with the rest of the Board, we are excited to share that Parul Bhandari has joined NRC Health as our newest Director," said NRC Health CEO Michael Hays. “Parul is an accomplished technology leader who brings a wealth of expertise on leveraging data and AI for positive impact to her new board role. Her experience driving industry solutions and engaging in digital transformation initiatives are central to serving our NRC Health partners. Parul's appointment adds considerable strength and diversity to the Board, and we look forward to working alongside her as we continue to realize our vision of bringing more Human Understanding to healthcare."
Ms. Bhandari has more than 20 years of experience driving growth and innovation at the world’s leading technology and business development companies. Since 2012, she has held various leadership roles at Microsoft. Currently, she is the Director, Partner Strategy, Worldwide Media and Communications, where she contributes to global partner recruiting, enablement and engagement. Previously, Ms. Bhandari was focused on leading Data and AI for Microsoft’s Worldwide Public Sector. She is also a director of Timberland Bank. Prior to joining Microsoft, Ms. Bhandari served as Vice President of Business Development and Alliances for the
management consulting firm Acelsior, teaming with large defense contractors including Deloitte, SAIC and General Dynamics. Ms. Bhandari holds an MBA from McDonough School of Business at Georgetown University and a Bachelor of Arts in Business Administration from Northwestern College.
“Coming from a technology background, I have a unique understanding of how digital transformation can both positively and negatively impact healthcare,” said Parul Bhandari. “Striking just the right balance by using technology that elevates the human element of care delivery is challenging. I’m thrilled to align my background with NRC Health, a company in the space that truly understands how to achieve that balance and look forward to further cementing the Company’s reputation as a leader in mission-driven healthcare.”
About NRC Health
For more than 40 years, NRC Health (NASDAQ: NRC) has been committed to achieving Human Understanding and bringing healthcare organizations closer to their customers than ever before by illuminating and improving the key moments that define an experience and build trust. Guided by their uniquely empathic heritage, proprietary methods, skilled associates, and holistic approach, NRC Health helps its customers design experiences that exceed expectations, inspire loyalty, and improve well-being among patients, residents, physicians, nurses, and staff.
For more information, email [email protected] or visit www.nrchealth.com.
Press Contact:
Jennifer Lyle
Barokas, a FINN Partners Company