Item 5.07 Submission of Matters to a Vote of Security Holders.
OnMay 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:
? The election of one director,
Directors for a three-year term to expire at the Company's 2023 annual
meeting of shareholders; ? The ratification of the appointment ofKPMG LLP as the Company's independent registered public accounting firm for 2020; and
? An advisory vote to approve the compensation of the Company's named
executive officers as disclosed in the Company's proxy statement relating to the Annual Meeting. As of theMarch 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 electedJoAnn 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: For Withheld Broker Non-Votes Name Votes Percentage(1) Votes Percentage
Votes Percentage(2)
Ratify Appointment of
The shareholders ratified the appointment ofKPMG LLP as the Company's independent registered public accounting firm for 2020. The results of the vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage(1) Votes Percentage(1) Votes Percentage(2) Votes Percentage(2) 23,481,309 99.7% 70,873 0.3% 348 N/A 0 N/A
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: For Against Abstain Broker Non-Votes
Votes Percentage(1) Votes Percentage(1) Votes Percentage(2) Votes Percentage(2) 22,529,913 99.8% 42,942 0.2% 57,133 N/A
922,542 N/A ______________ (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. --------------------------------------------------------------------------------
Item 7.01 Regulation FD Disclosure.
OnMay 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.
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