Business Context and Reporting Period
This Form 8-K Current Report for NRC Health (formerly National Research Corporation) covers events occurring on April 15, 2026. The filing primarily addresses corporate governance changes, including a formal name change and the declassification of the Board of Directors.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses on corporate actions rather than financial performance.
Material Changes
- Corporate Name Change: The company officially changed its name from "National Research Corporation" to "NRC Health" effective April 15, 2026. The NASDAQ ticker symbol remains "NRC".
- Board Declassification: The Board of Directors was declassified. Previously, directors served staggered three-year terms. Moving forward, all directors will serve approximately one-year terms and be subject to annual reelection.
- Director Resignations and Nominations: Five directors (Donald Berwick, Trent Green, Michael Hays, Stephen Lockhart, and John Nunnelly) submitted resignations effective immediately prior to the 2026 Annual Meeting to facilitate the declassification. All seven incumbent directors have been nominated for reelection.
- Bylaw Amendments: Amended and Restated Bylaws were adopted, establishing a maximum Board size of 12 directors, defining the Chair of the Board role, and updating stockholder meeting procedures.
- Executive Compensation Amendment: The Compensation and Talent Committee amended an equity award for Shane Harrison (172,000 restricted shares) to permit voting and dividend receipt on unvested shares.
Guidance, Outlook, and Risks
The filing does not contain financial guidance, outlook, or management commentary regarding future performance. The document notes that the director resignations are not indicative of any disagreement with the Company. The 2026 Annual Meeting of Stockholders is scheduled for June 23, 2026.
Investor Verification Checklist
- Confirm the official name change to "NRC Health" is reflected in all trading platforms and regulatory filings.
- Verify the new Board structure and the annual reelection schedule for all directors at the June 23, 2026 Annual Meeting.
- Review the full text of the Amended and Restated Bylaws (Exhibit 3.2) for details on the new Chair of the Board authority and stockholder proposal deadlines.
- Check subsequent filings for the results of the director elections at the 2026 Annual Meeting.