UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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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 10, 2011


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NATIONAL HEALTHCARE CORPORATION

(Exact name of registrant as specified in its charter)


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Delaware

001-13489

52-2057472

(State or other jurisdiction

of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)


100 Vine Street

 

 

Murfreesboro, Tennessee

 

37130

(Address of Principal Executive Offices)

 

(Zip Code)



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


Not Applicable

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


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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))



Item 5.07.

Submission of Matters to a Vote of Security Holders


The Annual Meeting of Shareholders of National HealthCare Corporation was held on May 9, 2011.  The following is a summary of the matters voted upon and approved by the Company’s shareholders at the Annual Meeting:  



Proposal I:

The reelections of W. Andrew Adams, Ernest G. Burgess, III, and Emil E. Hassan as directors for terms of three years or until their successors are duly elected and qualified.


 

 

For

 

Withheld

W. Andrew Adams

 

18,141,741

 

139,767

Ernest G. Burgess, III

 

14,601,778

 

3,679,730

Emil E. Hassan

 

18,150,171

 

131,337



Proposal II:

Advisory vote on compensation of our named executive officers.


For

 

Against

 

Abstain

16,994,381

 

157,511

 

1,129,616



Proposal III:

Advisory vote on the frequency of advisory vote on compensation.  


3 Years

 

2 Years

 

1 Year

 

Abstain

10,088,470

 

82,485

 

8,053,690

 

56,863


Based on the Board of Directors’ recommendation in the Proxy Statement and the voting results with respect to the advisory vote on the frequency of future advisory votes on executive compensation, the Company has adopted a policy to hold an advisory vote on executive compensation every three years.




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 10, 2011

NATIONAL HEALTHCARE CORPORATION

By:  /s/ Robert G. Adams

Name: Robert G. Adams

Title:   Chief Executive Officer