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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
--12-31
 
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934s
 
Date of Report (Date of earliest event reported) May 15, 2024
 
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):
 
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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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 5.03.
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On May 14, 2024, the Company’s Board of Directors adopted amendments to Article II, Section 2.2 of the Company’s Bylaws, effective immediately, to (i) increase the number of directors of the Company from 12 to 13. A copy of the Company’s Bylaws, as amended and restated, is attached as Exhibit 3.2 hereto and is incorporated herein by reference into this Item 5.03.
 
 
ITEM 9.01.
Financial Statements and Exhibits.
 
(d)
Exhibits
 
3.2   Amended and Restated Bylaws of National Bankshares, Inc.
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
 
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 15, 2024  
By:
/s/ F. BRAD DENARDO
F. Brad Denardo
Chairman, President and CEO
 
 
 
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