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 18, 2020

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National Research Corporation

(Exact name of registrant as specified in its charter)

(402) 475-2525

(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:

Securities registered pursuant to Section 12(b) of the Act:

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. ☐

On May 18, 2020, National Research Corporation (the “Company”) held its 2020 annual meeting of shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders voted on the following proposals:

As of the March 20, 2020 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 25,108,892 shares of the Company’s common stock were outstanding and eligible to vote. Approximately 93.8% of all shares (and votes) were represented at the Annual Meeting or by proxy. The following are the final votes on the matters presented for shareholder consideration at the Annual Meeting:

Election of Directors

The shareholders elected JoAnn M. Martin as a director for a three-year term to expire at the Company’s 2023 annual meeting of shareholders. The results of the vote were as follows:

Ratify Appointment of KPMG LLP for 2020

The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2020. The results of the vote were as follows:

Advisory Vote to Approve Executive Compensation

The shareholders approved on an advisory basis the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement relating to the Annual Meeting. The results of the advisory vote were as follows:

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(1)     Based on a total of all votes received and eligible to be counted as voted on this proposal at the Annual Meeting.
(2)     “N/A” means that abstentions and/or broker non-votes do not have any effect on the voting results on this proposal.

On May 18, 2020, the Company’s Board of Directors determined not to declare a dividend on the Company’s common stock in the second quarter of 2020.  The determination was made in light of the general economic uncertainty created by the COVID-19 pandemic and the Company’s desire to maintain a conservative liquidity cushion.  No determination has been made at this time regarding the declaration of future dividends.

The information contained in Item 7.01 of this report shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

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.