Business Context and Reporting Period
This Form 8-K reports on the results of the 2026 Annual Meeting of Stockholders held by National Bankshares, Inc. on May 12, 2026. The filing was submitted on May 13, 2026. The record date for the meeting was March 11, 2026, with 6,368,410 shares entitled to vote.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and voting outcomes.
Material Changes and Voting Results
A quorum was established with 4,874,870 shares (76.55%) present. Stockholders voted on three proposals:
- Proposal 1 (Election of Directors): Three Class 3 directors were elected for a three-year term expiring in 2029.
- Mildred R. Johnson: 3,360,502 For; 273,929 Withhold.
- Lutheria H. Smith: 3,301,072 For; 333,359 Withhold.
- James C. Thompson: 3,478,101 For; 156,330 Withhold.
Nine directors who did not stand for re-election continued their terms.
- Proposal 2 (Executive Compensation): The advisory vote to approve Named Executive Officer compensation was approved.
- For: 3,233,731
- Against: 367,708
- Abstain: 32,992
- Proposal 3 (Auditor Ratification): Stockholders ratified the appointment of Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- For: 4,850,064
- Against: 9,857
- Abstain: 14,949
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, future outlook, management commentary on operations, specific risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verification of the continued tenure of the nine directors not standing for re-election.
- Confirmation of the new three-year term for the three elected Class 3 directors.
- Review of the significant number of broker non-votes (1,240,439) recorded for the director election and executive compensation proposals.
- Confirmation that Yount, Hyde & Barbour, P.C. will serve as the auditor for the 2026 fiscal year.