National Bankshares (NKSH) shareholders back directors, pay and auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

National Bankshares, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 12, 2026. A total of 6,368,410 common shares were entitled to vote as of March 11, 2026, and 4,874,870 shares, or 76.55%, were represented, establishing a quorum.

Stockholders elected three Class 3 directors—Mildred R. Johnson, Lutheria H. Smith, and James C. Thompson—to three-year terms expiring at the 2029 Annual Meeting. The advisory (non-binding) vote on executive compensation was approved with 3,233,731 votes for, 367,708 against, and 32,992 abstentions.

Stockholders also ratified the appointment of Yount, Hyde & Barbour, P.C. as independent registered public accounting firm for the year ending December 31, 2026, with 4,850,064 votes for, 9,857 against, and 14,949 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 entitled to vote: 6,368,410 shares Shares represented: 4,874,870 shares Say-on-pay support: 3,233,731 for vs 367,708 against +3 more

6 metrics

Shares entitled to vote 6,368,410 shares Common stock entitled to vote as of March 11, 2026

Shares represented 4,874,870 shares Present in person or by proxy at 2026 Annual Meeting (76.55%)

Say-on-pay support 3,233,731 for vs 367,708 against Advisory vote on executive compensation at 2026 Annual Meeting

Auditor ratification votes for 4,850,064 votes Ratification of Yount, Hyde & Barbour, P.C. for fiscal year 2026

Director vote – James C. Thompson 3,478,101 for, 156,330 withhold Election as Class 3 director, plus 1,240,439 broker non-votes

Meeting quorum percentage 76.55% Portion of entitled shares present or represented at Annual Meeting

Key Terms

broker non-votes, advisory (non-binding) vote, independent registered public accounting firm, quorum, +1 more

5 terms

broker non-votes financial

"The results of the vote were as follows ... Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) vote financial

"Advisory (Non-Binding) Vote to Approve the Compensation of the Company’s Named Executive Officers"

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

quorum financial

"4,874,870 shares, or 76.55%, present ... which constituted a quorum"

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 Stockholders financial

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Understanding 8-K Material Events →

05/13/2026 - 04:30 PM

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

    

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 Number)	(IRS Employer Identification No.)

101 Hubbard Street
Blacksburg, Virginia		24060
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 540 951-6300

    

(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 (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, par value $1.25 per share	NKSH	The Nasdaq Stock Market

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.

On May 12, 2026, National Bankshares, Inc. held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 6,368,410 shares of the Company’s common stock were entitled to vote as of March 11, 2026, the record date for the Annual Meeting. There were 4,874,870 shares, or 76.55%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on three proposals.

Proposal No. 1 – Vote on Directors

The stockholders elected three Class 3 directors to serve a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders. The results of the vote were as follows:


	For	Withhold	Broker Non-Votes
Mildred R. Johnson	3,360,502	273,929	1,240,439
Lutheria H. Smith	3,301,072	333,359	1,240,439
James C. Thompson	3,478,101	156,330	1,240,439

The terms of office of the following directors who did not stand for re-election continued after the Annual Meeting: Lawrence J. Ball, Michael E. Dye, F. Brad Denardo, John E. Dooley, Norman V. Fitzwater, III, Mary G. Miller, Lara E. Ramsey, Glenn P. Reynolds, and Alan J. Sweet.

Proposal No. 2 – Advisory (Non-Binding) Vote to Approve the Compensation of the Company’s Named Executive Officers

The stockholders approved a (non-binding) advisory vote to approve the compensation of the named executive officers. The results of the vote were as follows:


For	Against	Abstain	Broker Non-Votes
3,233,731	367,708	32,992	1,240,439

Proposal No. 3 – Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

The stockholders voted to ratify the Company’s Board of Directors’ appointment of Yount, Hyde & Barbour, P.C. to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the vote were as follows:


For	Against	Abstain
4,850,064	9,857	14,949

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 Bankshares, Inc.

Date:	May 13, 2026	By:	/s/ Lara E. Ramsey
			Lara E. Ramsey President & CEO

Source: View Original Filing on SEC EDGAR

FAQ

What did National Bankshares (NKSH) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing three Class 3 directors, approving executive compensation on an advisory basis, and ratifying the independent auditor for 2026. All three proposals received sufficient support to pass, confirming the existing governance and audit arrangements.

Were the director nominees elected at National Bankshares (NKSH) 2026 Annual Meeting?

Yes, three Class 3 directors were elected to three-year terms expiring at the 2029 Annual Meeting. Each nominee received more votes “For” than “Withhold,” with James C. Thompson drawing 3,478,101 votes for and 156,330 withheld, plus 1,240,439 broker non-votes.

Did National Bankshares (NKSH) shareholders approve executive compensation in 2026?

Yes, shareholders approved the advisory vote on named executive officer compensation. The compensation received 3,233,731 votes for, 367,708 against, and 32,992 abstentions, with 1,240,439 broker non-votes, indicating overall support for the company’s pay practices as presented.

Which audit firm did National Bankshares (NKSH) shareholders ratify for 2026?

Shareholders ratified Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for the year ending December 31, 2026. The proposal received 4,850,064 votes for, 9,857 against, and 14,949 abstentions, reflecting strong support for the existing auditor relationship.

How many National Bankshares (NKSH) shares were represented at the 2026 Annual Meeting?

A total of 4,874,870 shares were present in person or by proxy, representing 76.55% of the 6,368,410 shares entitled to vote. This level of participation constituted a quorum, allowing the meeting’s proposals to be validly considered and voted upon.

Filing Exhibits & Attachments

1 document