nhc20260512_8k.htm
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
Date of Report (Date of earliest event reported): May 13, 2026 (May 7, 2026)
NATIONAL HEALTHCARE CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) | 001-13489 (Commission File Number) | 52-2057472 (I.R.S. Employer Identification No.) |
| 100 Vine Street Murfreesboro, Tennessee (Address of Principal Executive Offices) | 37130 (Zip Code) |
Registrant’s telephone number, including area code: (615) 890-2020
Not Applicable
(Former name or former address, if changed since last report)
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 (17CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common Stock, $0.1 par value | NHC | NYSE American |
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. ☐
ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Annual Meeting of Shareholders (the “Annual Meeting”) of National HealthCare Corporation (the “Company”) was held on May 7, 2026. As of the record date, March 13, 2026, there were a total of 15,599,046 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 12,216,578 shares of Common Stock were represented in person or by proxy; therefore, a quorum was present. The following is a summary of the matters voted upon by the Company's shareholders at the Annual Meeting and the related results:
1. The Re-election of Emil E. Hassan, Lisa Piercey, M.D., and William A. Adams, as directors to each hold office for a three (3) year term and until their successors have been duly elected and qualified;
| For | Against | Abstain | ||||||||||
| Emil E. Hassan | 11,653,122 | 544,934 | 18,522 | |||||||||
| Lisa Piercey, M.D. | 12,176,280 | 30,206 | 10,092 | |||||||||
| William A. Adams | 12,190,547 | 14,041 | 11,990 | |||||||||
2. To consider an advisory vote on the compensation of our Named Executive Officers.
| For | Against | Abstain | |||||
| 11,964,538 | 233,276 | 18,764 |
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 13, 2026
NATIONAL HEALTHCARE CORPORATION
By: /s/Josh A. McCreary
Name: Josh A. McCreary
Title: Senior Vice President, General Counsel, and Secretary