Nuvera Communications (NUVR) reports 2026 meeting results and board change

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nuvera Communications, Inc. reported governance updates from its 2026 Annual Meeting of Shareholders. Director Nathan D. Knuth resigned from the Board effective at the end of the meeting to focus on other professional commitments, and this change was stated not to involve any disagreement with the company’s operations, policies or practices.

The meeting was held virtually on May 21, 2026, with a quorum of 3,597,361 shares, representing 68.97% of the 5,215,348 outstanding shares entitled to vote. Shareholders elected James J. Seifert and Colleen R. Skillings as directors to serve until the 2029 Annual Meeting, ratified Olsen, Thielen & Company, Ltd. as the independent registered public accounting firm for the 2026 fiscal year, and approved a shareholder proposal based on the reported vote totals.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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 represented at meeting: 3,597,361 shares Outstanding shares entitled to vote: 5,215,348 shares Quorum percentage: 68.97% +5 more

8 metrics

Shares represented at meeting 3,597,361 shares Proxies represented at 2026 Annual Meeting of Shareholders

Outstanding shares entitled to vote 5,215,348 shares Shares entitled to vote at 2026 Annual Meeting

Quorum percentage 68.97% Proportion of outstanding shares represented at 2026 meeting

Votes for Seifert 2,431,698 votes Election of director James J. Seifert, Proposal 1

Votes for Skillings 2,320,884 votes Election of director Colleen R. Skillings, Proposal 1

Auditor ratification votes for 3,567,114 votes Ratification of Olsen, Thielen & Company, Ltd., Proposal 2

Shareholder proposal votes for 1,936,182 votes Approval of shareholder proposal, Proposal 3

Shareholder proposal broker non-votes 906,346 votes Broker non-votes on Proposal 3

Key Terms

Annual Meeting of Shareholders, quorum, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Annual Meeting of Shareholders financial

"The Company held its 2026 Annual Meeting of Shareholders on May 21, 2026, virtually via live webcast"

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.

quorum financial

"Proxies representing 3,597,361 shares, or 68.97% of the 5,215,348 outstanding shares entitled to vote were present at the Annual Meeting, 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.

broker non-votes financial

"Votes For ... Votes Against ... Abstentions ... 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.

independent registered public accounting firm financial

"Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2026 fiscal year"

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.

shareholder proposal financial

"Shareholders approved a shareholder proposal presented at the Annual Meeting, as follows"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Understanding 8-K Material Events →

05/22/2026 - 05:23 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

May 20, 2026

Date of report (Date of earliest event reported)

NUVERA COMMUNICATIONS, INC.

(Exact name of registrant as specified in its charter)

Minnesota	0-3024	41-0440990
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

27 North Minnesota Street

New Ulm, Minnesota 56073

(Address of principal executive offices, including zip code)

(507) 354-4111

(Registrant's telephone number, including area code)

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 (see General Instruction A.2):

☐ 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: None

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 (§230.12b-2 of this chapter). Emerging growth company Yes ☐

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 5.02 – Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On May 20, 2026, Nathan D. Knuth notified the Board of Directors of Nuvera Communications, Inc. (the “Company”) that he was resigning from the Company’s Board of Directors effective at the end of the Company’s 2026 Annual Meeting of Shareholders that was held on May 21, 2026, at 10:00 a.m. Central Time. Mr. Knuth’s resignation was to allow him to spend more time on his other professional commitments and activities, and not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

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

The Company held its 2026 Annual Meeting of Shareholders on May 21, 2026, virtually via live webcast at www.virtualshareholdermeeting.com/NUVR2026. Proxies representing 3,597,361 shares, or 68.97% of the 5,215,348 outstanding shares entitled to vote were present at the Annual Meeting, which constituted a quorum. The shareholder voting results for the election of two directors, and the two other matters submitted to shareholders are as follows:

Proposal 1. Two directors were elected to serve until the 2029 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, as follows:

Nominees	Votes For	Votes Withheld	Broker Non-Votes

James J. Seifert	2,431,698	265,674	899,989
Colleen R. Skillings	2,320,884	376,488	899,989

Proposal 2. Shareholders ratified the appointment of Olsen, Thielen & Company, Ltd. as the Company’s independent registered public accounting firm for the 2026 fiscal year, as follows:

Votes For	Votes Against	Abstentions

3,567,114	7,896	22,351

Proposal 3. Shareholders approved a shareholder proposal presented at the Annual Meeting, as follows:

Votes For	Votes Against	Abstentions	Broker Non-Votes

1,936,182	332,009	402,394	906,346

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.

	Nuvera Communications, Inc.


Date: May 22, 2026	By: /s/ Curtis Kawlewski Curtis Kawlewski Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What board change did Nuvera Communications (NUVR) announce in this 8-K?

Nuvera Communications disclosed that director Nathan D. Knuth resigned from its Board effective at the end of the 2026 Annual Meeting. The company noted his resignation was to focus on other professional commitments and was not due to any disagreement over operations, policies or practices.

How many Nuvera Communications (NUVR) shares were represented at the 2026 Annual Meeting?

At the 2026 Annual Meeting, proxies represented 3,597,361 Nuvera Communications shares, equaling 68.97% of the 5,215,348 outstanding shares entitled to vote. This level of participation constituted a quorum, allowing shareholders to validly act on all proposals presented.

Which directors were elected at Nuvera Communications’ 2026 Annual Meeting?

Shareholders elected James J. Seifert and Colleen R. Skillings to Nuvera Communications’ Board. They will serve until the 2029 Annual Meeting of Shareholders and until their successors are duly elected and qualified, based on majority support in the director election votes reported.

Did Nuvera Communications (NUVR) shareholders ratify the company’s auditor for 2026?

Yes. Shareholders ratified Olsen, Thielen & Company, Ltd. as Nuvera Communications’ independent registered public accounting firm for the 2026 fiscal year. The vote totals were 3,567,114 shares for, 7,896 against, and 22,351 abstentions, indicating broad support for the auditor appointment.

Was a shareholder proposal approved at Nuvera Communications’ 2026 meeting?

Shareholders approved a shareholder proposal presented at the 2026 Annual Meeting. The proposal received 1,936,182 votes for, 332,009 against, 402,394 abstentions, and 906,346 broker non-votes, resulting in approval under the company’s voting standards as disclosed.

How were broker non-votes reflected in Nuvera Communications’ 2026 voting results?

Broker non-votes appeared in the tallies for director elections and the shareholder proposal. For example, the shareholder proposal showed 906,346 broker non-votes, meaning those shares were counted for quorum but were not voted for or against on that specific item.

Filing Exhibits & Attachments

4 documents