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Charter and bylaw changes follow NRC Health (NRC) 2026 shareholder meeting

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

NRC Health reported results of its 2026 annual stockholder meeting and subsequent governance changes. Stockholders approved amendments to the company’s certificate of incorporation, and an Amended and Restated Certificate of Incorporation became effective on June 24, 2026.

The board also amended the bylaws on June 23, 2026 to align written-consent voting requirements with the new charter, effective upon the charter’s effectiveness. Directors received strong support, with individual nominees generally receiving about 19.8 million votes in favor versus materially smaller totals against, alongside broker non-votes.

Positive

  • None.

Negative

  • None.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Effective date of A&R Charter June 24, 2026 Amended and Restated Certificate of Incorporation effectiveness
Director vote example - Paul Bhandari 19,869,094 for; 144,401 against 2026 annual stockholder meeting director election
Director vote example - Michael D. Hays 19,819,694 for; 195,285 against 2026 annual stockholder meeting director election
Proposal vote example 21,295,108 for; 141,122 against One of six proposals at 2026 annual meeting
Broker non-votes (director table) 1,420,425 broker non-votes Each listed director election
Number of proposals Six proposals Voted on at 2026 annual stockholder meeting
Amended and Restated Certificate of Incorporation regulatory
"The Company filed an Amended and Restated Certificate of Incorporation reflecting the Amendments"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
Bylaws regulatory
"the Company’s Board of Directors approved an amendment to the Company’s Bylaws changing the voting requirement"
Corporate bylaws are a company's internal rulebook that explains how the business is run day to day — who makes decisions, how directors and officers are chosen, how shareholder meetings are conducted, and procedures for changes or conflicts. For investors, bylaws matter because they shape governance and control, influence how quickly and easily leadership or strategy can change, and can protect or limit shareholder rights much like house rules affect how a household operates.
Broker Non-Votes financial
"Name | For | Against | Abstain | 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.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
Definitive Proxy Statement regulatory
"The proposals are described in detail in the Company’s Definitive Proxy Statement filed"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
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Understanding 8-K Material Events →
false 0000070487 0000070487 2026-06-23 2026-06-23
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):
June 23, 2026
 
 
NRC Health
(Exact name of registrant as specified in its charter)
 
Delaware
001-35929
47-0634000
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
 
1245 Q Street, Lincoln, Nebraska
68508
(Address of principal executive offices)
(Zip Code)
 
(402) 475-2525
(Registrant's telephone number, including area code)
 
National Research Corporation
(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
$.001 Par Value Common Stock
NRC
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 5.03     Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
 
On June 23, 2026, National Research Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the following amendments to the Company’s certificate of incorporation (the “Amendments”):
 
 
●
Removed certain supermajority voting requirements in Article 6 of the certificate of incorporation; 
 
●
Removed the restrictions on removal of directors without cause; 
 
●
Changed the voting requirement for stockholder action by written consent in lieu of a meeting from unanimous to the voting power that would be required to give effect to the action if it were approved at a meeting; and 
 
●
Certain clarifying, conforming, and ministerial changes. 
 
The Company filed an Amended and Restated Certificate of Incorporation reflecting the Amendments (the “A&R Charter”) with the Delaware Secretary of State, which became effective on June 24, 2026. 
 
Also on June 23, 2026, the Company’s Board of Directors approved an amendment to the Company’s Bylaws changing the voting requirement for stockholder action by written consent to conform to the A&R Charter, which became effective upon the effectiveness of the A&R Charter. 
 
The foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Charter and the Second Amended and Restated Bylaws of the Company, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively.
 
Item 5.07 Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting was held on June 23, 2026. Six proposals were voted on at the Annual Meeting. The proposals are described in detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on May 8, 2026 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
 
 
1.
Paul Bhandari, Donald M. Berwick, Trent Green, Michael D. Hays, Stephen H. Lockhart, John N. Nunnelly, and Penny A. Wheeler were elected to serve as directors for one-year terms to expire at the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified:
Name
For
Against
Abstain
Broker
Non-Votes
Paul Bhandari
19,869,094
144,401
2,662
1,420,425
Donald M. Berwick
19,776,345
238,630
1,182
1,420,425
Trent Green
19,997,202
17,773
1,182
1,420,425
Michael D. Hays
19,819,694
195,285
1,178
1,420,425
Stephen H. Lockhart
19,825,289
187,850
3,018
1,420,425
John N. Nunnelly
19,218,370
796,250
1,537
1,420,425
Penny A. Wheeler
19,869,866
144,144
2,147
1,420,425
 
 
2.
The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was ratified:
For
Against
Abstain
Broker
Non-Votes
21,295,108
141,122
352
—
 
 
 
3.
The compensation of the Company’s named executive officers as described in the Proxy Statement was approved on an advisory and non-binding basis:
For
Against
Abstain
Broker
Non-Votes
17,065,968
2,894,973
55,216
1,420,425
 
 
4.
The amendment to the Company’s certificate of incorporation to remove certain supermajority voting requirements was approved:
For
Against
Abstain
Broker
Non-Votes
18,989,629
968,542
57,986
1,420,425
 
 
5.
The amendment to the Company’s certificate of incorporation to delete restrictions on the removal of Directors without cause was approved:
For
Against
Abstain
Broker
Non-Votes
19,944,408
16,623
55,126
1,420,425
 
 
6.
The amendment to the Company’s certificate of incorporation to change the voting requirement for stockholder action by written consent in lieu of a meeting was approved:
For
Against
Abstain
Broker
Non-Votes
18,924,433
1,038,961
52,763
1,420,425
 
 
Item 9.01 Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
 
 
 
EXHIBIT
NUMBER
EXHIBIT DESCRIPTION
 
 
 
 
3.1
Amended and Restated Certificate of Incorporation of NRC Health, dated June 24, 2026.
 
 
 
 
3.2
Amended and Restated Bylaws of NRC Health as of June 24, 2026.
 
 
 
 
104
Cover Page Interactive Data File (embedded within the Inline XBRL document).
 
 
 
 
 
SIGNATURE
 
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.
 
 
NRC HEALTH
 
(Registrant)
 
 
 
 
Date: June 29, 2026
By:
/s/ Shane Harrison
 
 
Shane Harrison
 
 
Chief Financial Officer
 

Source: View Original Filing on SEC EDGAR

FAQ

What did NRC (NRC Health) disclose in its latest Form 8-K?

NRC Health disclosed the results of its 2026 annual stockholder meeting and related governance updates, including stockholder approval of charter amendments and the effectiveness of an Amended and Restated Certificate of Incorporation on June 24, 2026, plus aligned bylaw changes.

What charter changes did NRC Health (NRC) stockholders approve?

Stockholders approved amendments to NRC Health’s certificate of incorporation, collectively referred to as the Amendments. These changes were consolidated into an Amended and Restated Certificate of Incorporation filed with the Delaware Secretary of State, which became effective on June 24, 2026.

When did NRC Health’s new charter and bylaw changes become effective?

NRC Health’s Amended and Restated Certificate of Incorporation became effective on June 24, 2026. The related amendment to the bylaws, which updated voting requirements for stockholder action by written consent, became effective at the same time as the charter.

How did NRC (NRC Health) stockholders vote on director nominees in 2026?

Director nominees received strong support. For example, Paul Bhandari received 19,869,094 votes for and 144,401 against, with 2,662 abstentions and 1,420,425 broker non-votes. Other nominees, including Donald Berwick and Michael Hays, showed similar patterns of high support versus relatively low opposition.

What were some notable overall vote totals at NRC Health’s 2026 meeting?

One proposal showed 21,295,108 votes for, 141,122 against and 352 abstentions, with no broker non-votes. Other proposals reported millions of votes in favor versus smaller against and abstain tallies, along with 1,420,425 broker non-votes where applicable.

Which governance documents did NRC (NRC Health) file as exhibits?

NRC Health filed its Amended and Restated Certificate of Incorporation dated June 24, 2026 as Exhibit 3.1 and its Amended and Restated Bylaws as of June 24, 2026 as Exhibit 3.2. It also included a Cover Page Interactive Data File as Exhibit 104.

Filing Exhibits & Attachments

6 documents

Other Documents