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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)
 
 
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 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:
 
 
For
Withhold
Broker Non-Votes
Charles E. Green, III
3,425,707
203,283
1,045,184
Mildred R. Johnson
3,483,683
145,307
1,045,184
William A. Peery
3,441,533
187,457
1,045,184
James C. Thompson
3,446,298
182,692
1,045,184
 
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:
 
For
Against
Abstain
Broker Non-Votes
3,357,278
227,841
43,871
1,045,184
 
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
3,336,556
231,328
59,978
1,046,312
 
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:
 
1 year
2 year
3 year
Abstain
Broker Non-Votes
3,310,890
50,681
138,601
127,690
1,046,312
 
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:
 
For
Against
Abstain
4,517,579
85,735
70,860
 
 
 
 
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
 
By:
/s/ F. Brad Denardo
 
F. Brad Denardo
Chairman, President and CEO
 
 
 
Page 2 of 2 Pages
 
 
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