| | On April 9, 2021, National Research Corporation, a Wisconsin corporation (the “Company”) announced that its Board of Directors declared a quarterly cash dividend of $0.12 (twelve cents) per share of Common Stock, par value $.001 per share, payable Tuesday, April 27, 2021, to shareholders of record as of the close of business on Monday, April 19, 2021. A copy of the press release issued by the Company announcing the dividend is attached as Exhibit 99.1 to this Current Report on Form 8-K. The Company also announced that it expects to hold its 2021 annual meeting of stockholders (the “2021 Annual Meeting”) on June 22, 2021, and that it plans to file its definitive proxy statement for the 2021 Annual Meeting by May 26, 2021. Stockholders of record at the close of business on May 5, 2021, will be entitled to receive notice of, and vote at, the 2021 Annual Meeting. The date of the 2021 Annual Meeting represents a change of more than 30 days from the anniversary date of the Company’s 2020 annual meeting of stockholders (the “2020 Annual Meeting”). As a result, the deadlines for stockholder proposals set forth in our definitive proxy statement for the 2020 Annual Meeting are no longer effective. Stockholder proposals intended for inclusion in the Company’s definitive proxy statement for the 2021 Annual Meeting pursuant to Rule 14a-8 of the Securities and Exchange Act of 1934 (the “Exchange Act”) must be received by April 19, 2021 (which the Company believes is a reasonable time before it begins to print and send its proxy materials). Any such stockholder proposal must comply with the requirements of Rule 14a-8, and the Company may omit any proposal from our proxy materials that does not comply with the rules of the Securities and Exchange Commission. Under Rule 14a-4(c)(1) of the Exchange Act, the proxy holders designated by an executed proxy in the form accompanying our definitive proxy statement for the 2021 Annual Meeting will have discretionary authority to vote on any stockholder proposal that is not received on or prior to April 19, 2021. The date of the 2021 Annual Meeting also represents a delay of more than 60 days from the second Wednesday in April. Accordingly, under the Company’s By-Laws, in order for a stockholder proposal to be timely submitted for presentation at the 2021 Annual Meeting, it must be received by no later than the close of business on the later of (i) the 60th day prior to the 2021 Annual Meeting and (ii) the 10th day following the day on which public announcement of the date of the 2021 Annual Meeting is first made. The filing of this Current Report on Form 8-K constitutes the public announcement of the date of the 2021 Annual Meeting. As a result, in order to be timely received for presentation at the 2021 Annual Meeting, but not included in the Company’s proxy statement for the 2021 Annual Meeting, stockholder proposals must be received by April 23, 2021. Any stockholder proposal must comply with the requirements set forth in the Company’s By-Laws. Stockholder proposals should be addressed and sent to Kevin R. Karas, Secretary, National Research Corporation, 1245 Q Street, Lincoln, Nebraska 68508. |
