NRC HEALTH 8-K

What Happened

• NRC Health (NRC) held its 2026 annual meeting on June 23, 2026 and filed an 8-K reporting the results. Stockholders approved amendments to the company’s certificate of incorporation and the board approved a conforming bylaw amendment. The company filed an Amended and Restated Certificate of Incorporation with the Delaware Secretary of State, effective June 24, 2026.
• Seven directors (Paul Bhandari, Donald M. Berwick, Trent Green, Michael D. Hays, Stephen H. Lockhart, John N. Nunnelly, and Penny A. Wheeler) were re-elected to one-year terms. KPMG LLP was ratified as the company’s independent registered public accounting firm for 2026. The company’s advisory (non-binding) say-on-pay vote was approved.

Key Details

• Charter/bylaw changes: removed certain supermajority voting requirements (Article 6), removed restrictions on removing directors without cause, and changed the voting requirement for stockholder action by written consent from unanimous to the same voting threshold that would be required at a meeting. The Amended & Restated Certificate became effective June 24, 2026; the bylaws change became effective upon that filing.
• Vote totals (selected): the written-consent voting change passed 18,924,433 For / 1,038,961 Against (52,763 Abstain; 1,420,425 broker non-votes). The removal-without-cause amendment passed 19,944,408 For / 16,623 Against. The supermajority removal amendment passed 18,989,629 For / 968,542 Against.
• Auditor and governance votes: KPMG ratified 21,295,108 For / 141,122 Against. Advisory compensation (say-on-pay) received 17,065,968 For / 2,894,973 Against. All seven director nominees were elected (each receiving a majority of votes cast).

Why It Matters

• These charter and bylaw changes reduce supermajority and unanimous vote requirements and remove some limits on director removal, making it easier for a majority of voting shareholders (or the board) to take certain corporate actions without supermajority consent. That can affect how quickly governance changes or shareholder actions are implemented.
• For investors, the vote results confirm board continuity (all directors re-elected), auditor continuity (KPMG ratified) and shareholder approval of governance changes. The filing does not include financial results; it focuses on corporate governance actions and the official charter/bylaw documents.