ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

On May 9, 2023, National Bankshares, Inc. held its 2023 Annual Meeting of Stockholders (the "Annual Meeting"). A total of 5,889,687 shares of the Company's common stock were entitled to vote as of March 8, 2023, the record date for the Annual Meeting. There were 4,674,174 shares, or 79.4%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on five proposals.

Proposal No. 1 - Vote on Directors

The stockholders elected four Class 3 directors to serve a three-year term expiring at the Company's 2026 Annual Meeting of Stockholders. The results of the vote were as follows:



                         For    Withhold Broker Non-Votes

Charles E. Green, III 3,425,707 203,283 1,045,184 Mildred R. Johnson 3,483,683 145,307 1,045,184 William A. Peery 3,441,533 187,457 1,045,184 James C. Thompson 3,446,298 182,692 1,045,184

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

Proposal No 2 - Approval of the National Bankshares, Inc. 2023 Stock Incentive Plan

The stockholders approved the Company's proposed Stock Incentive Plan. The results of the vote were as follows:



   For    Against Abstain Broker Non-Votes
3,357,278 227,841 43,871     1,045,184

Proposal No. 3 - Advisory (Non-Binding) Vote to Approve Executive Compensation

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
3,336,556 231,328 59,978     1,046,312

Proposal No. 4 - Advisory (Non-Binding) Vote on the Frequency of Future Stockholder Votes to Approve Executive Compensation

The stockholders approved a (non-binding) advisory vote on the frequency of future stockholder votes on executive compensation to be one year. The results of the vote were as follows:



 1 year   2 year 3 year  Abstain Broker Non-Votes
3,310,890 50,681 138,601 127,690    1,046,312

Proposal No. 5 - Ratification of the selection of Yount, Hyde & Barbour, P.C. as the Company's independent registered public accounting firm for 2023.

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, 2023. The results of the vote were as follows:



   For    Against Abstain
4,517,579 85,735  70,860

--------------------------------------------------------------------------------

© Edgar Online, source Glimpses