NATIONAL BANKSHARES INC 8-K

What Happened

• National Bankshares, Inc. filed an 8-K on May 13, 2026 reporting the results of its May 12, 2026 Annual Meeting of Stockholders. A total of 6,368,410 shares were entitled to vote (record date March 11, 2026); 4,874,870 shares (76.55%) were present in person or by proxy, constituting a quorum. Stockholders elected three Class 3 directors to three-year terms expiring in 2029 and voted on an advisory vote on executive compensation and the ratification of the company’s independent auditors.

Key Details

• Director elections (three-year terms to 2029):
  • Mildred R. Johnson: For 3,360,502; Withhold 273,929; Broker Non-Votes 1,240,439
  • Lutheria H. Smith: For 3,301,072; Withhold 333,359; Broker Non-Votes 1,240,439
  • James C. Thompson: For 3,478,101; Withhold 156,330; Broker Non-Votes 1,240,439
• Advisory (non-binding) vote to approve named executive officer compensation:
  • For 3,233,731; Against 367,708; Abstain 32,992; Broker Non-Votes 1,240,439
• Ratification of independent registered public accounting firm:
  • Yount, Hyde & Barbour, P.C. ratified as auditor for fiscal year ending Dec 31, 2026 — For 4,850,064; Against 9,857; Abstain 14,949
• Filing signed by Lara E. Ramsey, President & CEO, dated May 13, 2026.

Why It Matters

• Board composition and governance: Re-election of the three Class 3 directors maintains the board’s makeup through 2029, which influences long-term oversight and strategy.
• Shareholder sentiment: The advisory approval of executive compensation indicates shareholder support for the company’s pay practices (non-binding).
• Financial oversight: Ratification of Yount, Hyde & Barbour, P.C. confirms the auditor choice for 2026, an important factor in financial reporting and audit continuity.