0001437749-14-008846.txt : 20140513 0001437749-14-008846.hdr.sgml : 20140513 20140513150802 ACCESSION NUMBER: 0001437749-14-008846 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140508 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20140513 DATE AS OF CHANGE: 20140513 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NATIONAL RESEARCH CORP CENTRAL INDEX KEY: 0000070487 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 470634000 STATE OF INCORPORATION: WI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35929 FILM NUMBER: 14836956 BUSINESS ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 BUSINESS PHONE: 4024752525 MAIL ADDRESS: STREET 1: 1245 Q STREET CITY: LINCOLN STATE: NE ZIP: 68508 8-K 1 nrci20140512_8k.htm FORM 8-K nrci20140512_8k.htm

 

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 8, 2014

 

 

National Research Corporation

(Exact name of registrant as specified in its charter)

 

 

Wisconsin

0-29466

47-0634000

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

 

 

      1245 Q Street, Lincoln, Nebraska 68508

(Address of principal executive offices, including ZIP code)

 

 

(402) 475-2525

(Registrant’s telephone number, including area code)

 

 

 

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:

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 C.F.R. §230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 C.F.R. §240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 C.F.R. §240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 C.F.R. §240.13e-4(c))

 

 
 
 

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

 

On May 8, 2014, the Company held its 2014 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:

 

 

●

The election of two directors, JoAnn M. Martin and Barbara J. Mowry, to the Company’s Board of Directors for three-year terms to expire at the Company’s 2017 annual meeting of shareholders; and

 

 

●

An advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

 

As of the March 25, 2014 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 20,815,515 shares of the Company’s class A common stock were outstanding and eligible to vote with an aggregate of 208,155.15 votes; and 3,481,653 shares of the Company’s class B common stock were outstanding and eligible to vote with an aggregate of 3,481,653 votes. Approximately 57.5% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:

 

Election of Directors

 

The shareholders elected JoAnn M. Martin and Barbara J. Mowry as directors for three-year terms to expire at the Company’s 2017 annual meeting of shareholders. The results of the vote were as follows:

 

   

For

  

Withheld

  

Broker Non-Votes

Name

  

Votes

  

Percentage(1)

  

Votes

  

Percentage(1)

  

Votes

  

Percentage(2)

JoAnn M. Martin

  

1,092,466.26

  

51.51%

  

1,028,388.97

  

48.49%

  

0

  

N/A

                          

Barbara J. Mowry

  

2,112,922.54

  

99.63%

  

       7,932.69

  

0.37%

  

0

  

N/A

 

Advisory Vote to Approve Executive Compensation

 

The shareholders approved the compensation of the Company’s named executive officers as disclosed in the proxy statement. The results of the advisory vote were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Votes

Votes

  

Percentage (1)

  

Votes

  

Percentage (1)

  

Votes

  

Percentage (1)

  

Votes

  

Percentage (2)

2,055,386.87

  

96.91%

  

61,092.36

  

2.88%

  

4,376

  

0.21%

  

0

  

N/A

_______________

(1)     Based on a total of all shares actually voted in person or by proxy at the Annual Meeting.


(2)     “N/A” means that broker non-votes do not have any effect on the voting results on this proposal.

 

 
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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

NATIONAL RESEARCH CORPORATION

 

 

 

 

 

 

 

 

 

Dated: May 13, 2014

By:

/s/ Kevin R. Karas

 

 

 

Kevin R. Karas

 

 

 

Senior Vice President Finance, Chief Financial Officer, Treasurer and Secretary

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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