NATIONAL RESEARCH CORPORATION Item 3.03 Material Modification to Rights of Security Holders.
OnJune 29, 2021 ,National Research Corporation (the "Company") held its 2021 Annual Meeting of Stockholders (the "Annual Meeting"). At the Annual Meeting, the Company's stockholders approved the reincorporation of the Company from theState of Wisconsin to theState of Delaware (the "Reincorporation"), pursuant to a Plan of Conversion datedJune 30, 2021 (the "Plan of Conversion"). The Reincorporation affected the rights of holders of our common stock, par value$.001 per share, and was consummated onJune 30, 2021 , by the Company filing: (i) a certificate of conversion with theWisconsin Department of Financial Institutions (the "Wisconsin Certificate"); (ii) a certificate of conversion with the Secretary of State of theState of Delaware (the "Delaware Certificate"); and (iii) a certificate of incorporation with the Secretary of State of theState of Delaware (the "Delaware Charter"). In connection with the Reincorporation, the Company's Board of Directors adopted new bylaws (the "Delaware Bylaws") in the form attached as Appendix E to the Company's definitive proxy statement for the Annual Meeting, as filed with theSecurities and Exchange Commission onJune 3, 2021 (the "2021 Proxy Statement").
Upon effectiveness of the Reincorporation:
? The Amended and Restated Articles of Incorporation (the "Wisconsin Charter")
and By-Laws, as amended (the "Wisconsin By-Laws"), of the Company in effect
immediately prior to the Reincorporation were replaced with the
Charter and Delaware Bylaws, upon which the affairs of the Company ceased to
be governed by the Wisconsin Charter, Wisconsin By-Laws, and
Business Corporation Law and became subject to the Delaware Charter,
Bylaws, and the Delaware General Corporation Law;
? The Company after Reincorporation ("NRC Delaware") is (i) deemed to be the
same entity as previously incorporated in
purposes under the laws of
the rights, privileges and powers of NRC Wisconsin, except for changes that
result from being subject to the Delaware General Corporation Law, the
Delaware Charter, or the Delaware Bylaws, (iii) continues to possess all of
the assets of NRC Wisconsin, (iv) continues to be liable for all of the debts,
liabilities and obligations of NRC Wisconsin, and (v) continues with the same
officers and directors of NRC Wisconsin immediately prior to the
Reincorporation;
? Pursuant to the Plan of Conversion, each outstanding share of NRC Wisconsin
common stock, par value
NRC
option, warrant, or other right to acquire shares of NRC Wisconsin common
stock, par value
or other right to acquire shares of NRC Delaware common stock, par value
per share;
? There is no effect on the trading of the Company's shares of common stock on
the Nasdaq Global Select Market, which continues to be traded under the same
ticker symbol "NRC";
? Each employee benefit plan, incentive compensation plan, or other similar plan
of NRC Wisconsin continues to be an employee benefit plan, incentive
compensation plan, or other similar plan of NRC Delaware;
? Other than a change in corporate domicile, the Reincorporation did not result
in any change of the business or physical location of the Company, nor will it
result in a change of location for the Company's current employees, including
management; and
? The Company will continue to file periodic reports and other documents with
the
and
In addition, the consummation of the Reincorporation changed certain rights of the Company's stockholders which are more fully described under the captions "PROPOSAL NO. 4 - APPROVAL OF THE COMPANY REINCORPORATING FROM THESTATE OF WISCONSIN TO THESTATE OF DELAWARE ," "PROPOSAL NO. 5 - APPROVAL OF OUR CERTIFICATE OF INCORPORATION INCREASING THE NUMBER OF AUTHORIZED SHARES OF COMMON STOCK," "PROPOSAL NO. 6 - APPROVAL OF OUR CERTIFICATE OF INCORPORATION REMOVING RESTRICTIONS ON BUSINESS COMBINATIONS," and "PROPOSAL NO. 7 - APPROVAL OF A PROVISION IN OUR CERTIFICATE OF INCORPORATION OPTING OUT OF DGCL SECTION 203" in the 2021 Proxy Statement and are hereby incorporated herein by reference. --------------------------------------------------------------------------------
In addition to changes intended to conform with
The Majority Vote Amendment, under Article II, Section 2.08(a) of theDelaware Bylaws, changes the voting standard for director elections from a plurality to a majority of votes cast in the event of uncontested elections and retains plurality voting in the event of contested elections. Pursuant to the majority voting standard, in uncontested elections each director shall be elected by a majority of the votes cast with respect to the director, which means that the number of votes cast "for" a director's election must exceed the number of votes cast "against" that director. Following an uncontested election, any incumbent director who was a nominee and who did not receive a majority of the votes cast shall promptly tender his or her resignation to the Board of Directors. The Nominating Committee (as defined in the Delaware Bylaws) shall consider the director's resignation offer and, within 60 days following certification of the stockholder vote, make a recommendation to the Board of Directors on whether to accept or reject the offer taking into account such factors as the Nominating Committee believes to be relevant. The Board of Directors shall act on the recommendation of the Nominating Committee and publicly disclose its decision within 90 days following certification of the stockholder vote. The Proxy Access Amendment, under Article II, Section 2.15 of theDelaware Bylaws, permits a stockholder, or group of no more than 20 stockholders, owning three percent or more of the Company's issued and outstanding shares of Common Stock continuously for at least the previous three years, to nominate director nominees for inclusion in the Company's proxy statement for its annual meeting of stockholders, subject to the eligibility, notice, information, and other requirements set forth in the Delaware Bylaws. The maximum number of stockholder-nominated candidates the Company may include in its proxy materials is the greater of 2 or 20% of the directors in office as of the last day on which a Qualified Nomination Notice (as defined in the Delaware Bylaws) may be submitted. The foregoing descriptions of the Plan of Conversion, the Wisconsin Certificate, the Delaware Certificate, the Delaware Charter, and the Delaware Bylaws do not . . .
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
The information set forth under Item 3.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company's stockholders voted on the following proposals:
? The election of two directors,
Company's Board of Directors each for three year terms to expire at the
Company's 2024 annual meeting of stockholders;
? The ratification of the appointment of
registered public accounting firm for 2021;
? An advisory vote to approve the compensation of the Company's named executive
officers as disclosed in the 2021 Proxy Statement;
? The reincorporation of the Company from the
Delaware pursuant to the Plan of Conversion;
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? To approve the Company's Delaware Charter increasing the total number of
shares of the Company's authorized common stock;
? To approve the Company's Delaware Charter removing restrictions on business
combinations; and
? To approve a provision in our Delaware Charter opting out of Delaware General
Corporation Law Section 203 in connection with the reincorporation to
Delaware .
As of the May 5, 2021 record date for the determination of the stockholders
entitled to notice of, and to vote at, the Annual Meeting, 25,439,013 shares of
the Company's common stock were outstanding and eligible to vote. Approximately
97.22% 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
stockholder consideration at the Annual Meeting:
Proposal 1: Election of Directors
The stockholders elected
For Withheld Broker Non-Votes
Name Votes Percentage(1) Votes Percentage Votes Percentage(2)
Michael D. Hays 23,819,560 99.67% 79,288 0.33% 833,340 N/A
John N. Nunnelly 22,799,282 95.40% 1,099,566 4.60% 833,340 N/A
Proposal 2: Ratify Appointment of
The stockholders ratified the appointment of
For Against Abstain Broker Non-Votes
Votes Percentage(1) Votes Percentage(1) Votes
Percentage(2) Votes Percentage(2)
24,696,147 99.85% 35,528 0.14% 513 N/A 0 N/A
Proposal 3: Advisory Vote to Approve Executive Compensation
The stockholders approved on an advisory basis the compensation of the Company's
named executive officers as disclosed in the 2021 Proxy Statement. 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)
23,686,229 99.34% 156,390 0.65% 56,229 N/A 833,340 N/A
PROPOSAL 4: Reincorporation from
The stockholders approved the reincorporation of the Company from
For Against Abstain Broker Non-Votes
Votes Percentage(3) Votes Percentage(3) Votes
Percentage(3) Votes Percentage(3)
23,831,415 93.68% 14,160 0.05% 53,273 0.2% 833,340 3.37%
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PROPOSAL 5: Increasing the Number of the Company's Authorized Shares of Common Stock
The stockholders approved the Delaware Charter increasing the number of authorized shares of common stock from Sixty Million (60,000,000) to One Hundred-Ten Million (110,000,000). The results of the vote were as follows:
For Against Abstain Broker Non-Votes
Votes Percentage(3) Votes Percentage(3) Votes Percentage(3) Votes Percentage(3)
19,390,019 76.22% 5,252,788 20.64% 89,381 0.35% 0 0%
PROPOSAL 6: Removing Restrictions on Business Combinations
The stockholders approved the Delaware Charter removing restrictions on business combinations. The results of the vote were as follows:
For Against Abstain Broker Non-Votes
Votes Percentage(3) Votes Percentage(3) Votes
Percentage(3) Votes Percentage(3)
23,147,231 90.99% 698,362 2.74% 53,255 0.2% 833,340 3.37%
PROPOSAL 7: Delaware Charter opting out of Section 203 of the Delaware General Corporation Law
The stockholders approved a provision in the Delaware Charter opting out of
Section 203 of the Delaware General Corporation Law. The results of the vote
were as follows:
For Against Abstain Broker Non-Votes
Votes Percentage(3) Votes Percentage(3) Votes Percentage(3) Votes Percentage(3)
23,148,560 90.99% 696,532 2.73% 53,756 0.21% 833,340 3.37%
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(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.
(3) Based on a total of 25,439,013 shares outstanding, as of the
record date, and entitled to vote at the Annual Meeting.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
2.1 Plan of Conversion.
3.1 Wisconsin Certificate of Conversion, as filed with the
Wisconsin Department of Financial Institutions on June 30,
2021 .
3.2 Delaware Certificate of Conversion, as filed with the
Secretary of State of the State of Delaware on June 30, 2021 .
3.3 Delaware Certificate of Incorporation, as filed with the
Secretary of State of the State of Delaware on June 30, 2021 .
3.4 Delaware Bylaws, effective June 30, 2021 .
104 Cover Page Interactive Data File (embedded within the Inline
XBRL document).
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