National HealthCare posts 2026 shareholder vote results

National HealthCare Corporation reported the results of its Annual Meeting of Shareholders held on May 7, 2026.

Accepted by SEC EDGAR 05/13/2026 - 09:57 AM EDT

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Form Type

8-K

Rhea-AI Filing Summary

National HealthCare Corporation reported the results of its Annual Meeting of Shareholders held on May 7, 2026. Shareholders owning 12,216,578 shares of Common Stock were present in person or by proxy, out of 15,599,046 shares outstanding as of the March 13, 2026 record date, so a quorum was established.

Shareholders re-elected Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams as directors for three-year terms. For example, Hassan received 11,653,122 votes for, 544,934 against, and 18,522 abstentions. Shareholders also approved, on an advisory basis, the compensation of the Named Executive Officers, with 11,964,538 votes for, 233,276 against, and 18,764 abstentions.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding entitled to vote: 15,599,046 shares Shares represented at meeting: 12,216,578 shares Votes for Emil E. Hassan: 11,653,122 votes +4 more

7 metrics

Shares outstanding entitled to vote 15,599,046 shares Common Stock as of record date March 13, 2026

Shares represented at meeting 12,216,578 shares Common Stock present in person or by proxy at May 7, 2026 meeting

Votes for Emil E. Hassan 11,653,122 votes Director re-election at 2026 Annual Meeting

Votes for Lisa Piercey, M.D. 12,176,280 votes Director re-election at 2026 Annual Meeting

Votes for William A. Adams 12,190,547 votes Director re-election at 2026 Annual Meeting

Votes for say-on-pay 11,964,538 votes Advisory vote on Named Executive Officer compensation

Votes against say-on-pay 233,276 votes Advisory vote on Named Executive Officer compensation

Key Terms

quorum, Annual Meeting of Shareholders, advisory vote, Named Executive Officers, +1 more

5 terms

quorum financial

"12,216,578 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Annual Meeting of Shareholders financial

"The Annual Meeting of Shareholders (the “Annual Meeting”) of National HealthCare Corporation was held on May 7, 2026."

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

advisory vote financial

"To consider an advisory vote on the compensation of our Named Executive Officers."

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

Named Executive Officers financial

"To consider an advisory vote on the compensation of our Named Executive Officers."

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

Common Stock financial

"there were a total of 15,599,046 shares of Common Stock outstanding and entitled to vote at the Annual Meeting."

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did National HealthCare Corporation (NHC) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections and executive pay. They re-elected Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams, and approved an advisory resolution on compensation for Named Executive Officers based on the reported share vote totals.

How many NHC shares were eligible and represented at the May 7, 2026 annual meeting?

A total of 15,599,046 shares of Common Stock were outstanding and entitled to vote as of March 13, 2026. At the meeting, 12,216,578 shares were represented in person or by proxy, which established a valid quorum for conducting shareholder business.

Were NHC’s director nominees re-elected at the 2026 annual meeting?

Yes, all three nominees were re-elected. Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams each received a majority of votes cast in favor, with relatively small numbers of against and abstain votes reported for each director candidate.

How did NHC shareholders vote on executive compensation at the 2026 meeting?

Shareholders supported the advisory resolution on Named Executive Officer compensation. The vote totals were 11,964,538 shares for approval, 233,276 against, and 18,764 abstaining, indicating broad shareholder backing for the company’s executive pay program.

What is the record date for NHC’s 2026 annual shareholder meeting?

The record date was March 13, 2026. Shareholders who held National HealthCare Corporation Common Stock on that date, totaling 15,599,046 shares outstanding, were entitled to receive notice of and vote at the May 7, 2026 Annual Meeting.

Who signed the NHC report disclosing the 2026 annual meeting voting results?

The report was signed on behalf of National HealthCare Corporation by Josh A. McCreary. He is identified as the company’s Senior Vice President, General Counsel, and Secretary, acting as an authorized officer for the filing.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 13, 2026 (May 7, 2026)

NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-13489 (Commission File Number)	52-2057472 (I.R.S. Employer Identification No.)

100 Vine Street Murfreesboro, Tennessee (Address of Principal Executive Offices)		37130 (Zip Code)

Registrant’s telephone number, including area code: (615) 890-2020

Not Applicable

(Former name or former address, if changed since last report)

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 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR 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, $0.1 par value	NHC	NYSE American

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 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Annual Meeting of Shareholders (the “Annual Meeting”) of National HealthCare Corporation (the “Company”) was held on May 7, 2026. As of the record date, March 13, 2026, there were a total of 15,599,046 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 12,216,578 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. The following is a summary of the matters voted upon by the Company's shareholders at the Annual Meeting and the related results:

1. The Re-election of Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams, as directors to each hold office for a three (3) year term and until their successors have been duly elected and qualified;

	For		Against		Abstain
Emil E. Hassan		11,653,122		544,934		18,522
Lisa Piercey, M.D.		12,176,280		30,206		10,092
William A. Adams		12,190,547		14,041		11,990

2. To consider an advisory vote on the compensation of our Named Executive Officers.

For			Against			Abstain
11,964,538			233,276			18,764

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.

Date: May 13, 2026

NATIONAL HEALTHCARE CORPORATION

By: /s/Josh A. McCreary

Name: Josh A. McCreary

Title: Senior Vice President, General Counsel, and Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents