false 0000796534 0000796534 2024-05-16 2024-05-16
 
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 16, 2024
 
NATIONAL BANKSHARES, INC.
(Exact name of Registrant as specified in its charter)
 
 
Virginia
0-15204
54-1375874
(State or other jurisdiction
of incorporation)
(Commission File No.)
(I.R.S. Employer Identification No.)
 
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:
 
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock
NKSH
NASDAQ
 
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 14, 2024, National Bankshares, Inc. held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”).  A total of 5,893,782 shares of the Company’s common stock were entitled to vote as of March 13, 2024, the record date for the Annual Meeting.  There were 4,564,118 shares, or 77.44%, 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 five Class 1 directors to serve a three-year term expiring at the Company’s 2027 Annual Meeting of Stockholders.  The results of the vote were as follows:
 
 
For
Withhold
Broker Non-Votes
Lawrence J. Ball
3,158,210
73,503
1,332,405
Michael E. Dye
3,158,571
73,142
1,332,405
Mary G. Miller
3,145,034
86,679
1,332,405
Lara E. Ramsey
3,148,294
83,419
1,332,405
Glenn P. Reynolds
3,147,187
84,526
1,332,405
 
Proposal No. 2 – Vote on Director
 
The stockholders elected one Class 3 director to serve a two year term expiring at the Company’s 2026 Annual Meeting of Stockholders. The results of the vote were as follows:
 
 
For
Withhold
Broker Non-Votes
Lutheria H. Smith
3,132,260
99,452
1,332,405
 
 
The terms of office of the following directors who did not stand for re-election continued after the Annual Meeting:  F. Brad Denardo, John E. Dooley, Norman V. Fitzwater III, Charles E. Green, III, Mildred R. Johnson, William A. Peery and James C. Thompson.
 
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:
 
For
Against
Abstain
Broker Non-Votes
3,041,016
146,658
44,039
1,332,405
 
 
 
 
Proposal No. 4 – Ratification of the selection of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for 2024.
 
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, 2024.  The results of the vote were as follows:
 
For
Against
Abstain
4,527,738
20,601
15,779
 
 
 
 
 
 
 
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 16, 2024  
     
By: /s/ F. Brad Denardo  
  F. Brad Denardo  
  Chairman, President and CEO  
 
Page 2 of 2 Pages
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Document And Entity Information
May 16, 2024
Document Information [Line Items]  
Entity, Registrant Name NATIONAL BANKSHARES, INC.
Document, Type 8-K
Document, Period End Date May 16, 2024
Entity, Incorporation, State or Country Code VA
Entity, File Number 0-15204
Entity, Tax Identification Number 54-1375874
Entity, Address, Address Line One 101 Hubbard Street
Entity, Address, City or Town Blacksburg
Entity, Address, State or Province VA
Entity, Address, Postal Zip Code 24060
City Area Code 540
Local Phone Number 951-6300
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 NKSH
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0000796534
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