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 |
National Bankshares, Inc.
(Exact name of Registrant as Specified in Its Charter)
Virginia | 0-15204 | 54-1375874 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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101 Hubbard Street |
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Blacksburg, Virginia |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 540 951-6300 |
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(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:
Securities registered pursuant to Section 12(b) of the Act:
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| Trading |
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Common Stock, par value $1.25 per share |
| NKSH |
| The Nasdaq Stock Market |
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.
On May 12, 2026, National Bankshares, Inc. held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 6,368,410 shares of the Company’s common stock were entitled to vote as of March 11, 2026, the record date for the Annual Meeting. There were 4,874,870 shares, or 76.55%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on three proposals.
Proposal No. 1 – Vote on Directors
The stockholders elected three Class 3 directors to serve a three-year term expiring at the Company’s 2029 Annual Meeting of Stockholders. The results of the vote were as follows:
| For | Withhold | Broker Non-Votes |
Mildred R. Johnson | 3,360,502 | 273,929 | 1,240,439 |
Lutheria H. Smith | 3,301,072 | 333,359 | 1,240,439 |
James C. Thompson | 3,478,101 | 156,330 | 1,240,439 |
The terms of office of the following directors who did not stand for re-election continued after the Annual Meeting: Lawrence J. Ball, Michael E. Dye, F. Brad Denardo, John E. Dooley, Norman V. Fitzwater, III, Mary G. Miller, Lara E. Ramsey, Glenn P. Reynolds, and Alan J. Sweet.
Proposal No. 2 – Advisory (Non-Binding) Vote to Approve the Compensation of the Company’s Named Executive Officers
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 |
3,233,731 | 367,708 | 32,992 | 1,240,439 |
Proposal No. 3 – Ratification of the appointment of Yount, Hyde & Barbour, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
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, 2026. The results of the vote were as follows:
For | Against | Abstain |
4,850,064 | 9,857 | 14,949 |
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.
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| National Bankshares, Inc. |
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Date: | May 13, 2026 | By: | /s/ Lara E. Ramsey |
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| Lara E. Ramsey |