SUPPLEMENT TO PROXY STATEMENT
OF
NATIONAL BANKSHARES,
INC.
101 Hubbard Street
Blacksburg, Virginia 24060
540-951-6300
www.nationalbankshares.com
ANNUAL MEETING
OF SHAREHOLDERS
TUESDAY, MAY 9, 2023
GENERAL INFORMATION
On March 24, 2023, National Bankshares, Inc. (the Company) filed a definitive proxy statement, dated March 22, 2023 (the
proxy statement), with the Securities and Exchange Commission (the SEC) relating to its 2023 Annual Meeting of Shareholders (the Annual Meeting), and began mailing the proxy statement and related universal proxy
card to shareholders. The purpose of this supplement to the proxy statement (the supplement) is to amend the proxy statement to revise and update certain information contained in the proxy statement as a result of the withdrawal by
Driver Management Company LLC (Driver) of its nominees for the Companys Board of Directors.
This supplement should be
read in conjunction with the proxy statement. All defined terms used but not defined in this supplement have the meanings ascribed to them in the proxy statement. Except as amended or supplemented by this supplement, all information set forth in the
proxy statement remains materially unchanged and should be considered before casting your vote by proxy or in person at the Annual Meeting. To the extent that information in this supplement differs from information contained in the proxy statement,
the information in this supplement shall supersede the information in the proxy statement. The approximate mailing date of this supplement and the accompanying proxy card is April 10, 2023.
If you have any questions regarding the proxy statement, this supplement or the enclosed proxy card, please contact Georgeson LLC, our proxy
solicitor, at (800) 561-3991.
Withdrawal of Director Nominees by Driver
On March 29, 2023, after the date of the proxy statement and the mailing of the proxy statement and related universal proxy card to
shareholders, the Company received a letter from Driver stating, among other things, that Driver was withdrawing its nomination of a slate of two nominees for election to the Board at the Annual Meeting in opposition to certain of the nominees
recommended by the Board. As a result of such withdrawal, Driver will not solicit shareholders in support of its two nominees as it had previously indicated in its preliminary proxy materials filed with the SEC on February 3, 2023.
The withdrawal of Drivers nominees is not the result of any concessions by the Company or negotiated settlement with Driver. Because
this is a significant change from the information contained in the proxy statement, we are amending and supplementing the proxy statement with this supplement to provide updated information for the Annual Meeting. We are also providing all
shareholders with a revised proxy card that does not include the withdrawn nominees.
Because Driver has withdrawn its nomination notice
and its director nominees, any votes cast in favor of the withdrawn nominees will be disregarded and not be counted. If you have already voted for the Companys nominees, Charles E. Green, III, Mildred R. Johnson, William A. Peery and James C.
Thompson, there is no need to vote again. Your previous vote will count. If you have not voted already, or if you have voted and wish to change your vote, please use the revised proxy card that we are delivering with this supplement. The Board
recommends that you vote FOR the four nominees for director recommended by the Board and as otherwise recommended by the Board in the proxy statement.
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