NRC HEALTH
For the period ended Jun 23, 2026. Filed May 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 23, 2026 · Filed May 8, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
(Amendment No.)
Filed by the Registrant ☑
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☑ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
NRC Health
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☑ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
NRC Health
(f/k/a National Research Corporation)
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 23, 2026
To the Stockholders of
NRC Health:
NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of NRC Health will be held onTuesday, June 23, 2026, at 3:00 P.M., Central Time, via the Internet atwww.virtualshareholdermeeting.com/NRC2026, for the following purposes:
To elect seven directors to hold office until the 2027 annual meeting of stockholders and until their successors are duly elected and qualified.
To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026.
To conduct a non-binding, advisory vote to approve the compensation of our Named Executive Officers as disclosed in the accompanying proxy statement.
To approve an amendment to our certificate of incorporation to remove certain supermajority voting requirements in Article 6 of our certificate of incorporation, along with certain clarifying, conforming, and ministerial changes.
To approve an amendment to our certificate of incorporation to delete restrictions on the removal of directors without cause, along with certain clarifying, conforming, and ministerial changes.
To approve an amendment to our certificate of incorporation to change the voting requirement for stockholder action by written consent in lieu of a meeting from unanimous to the voting power that would be required to give effect to the action if it were approved at a meeting, along with certain clarifying, conforming, and ministerial changes.
To consider and act upon such other business as may properly come before the meeting or any adjournment or postponement thereof.
The close of business on April 24, 2026, has been fixed as the record date for the determination of stockholders entitled to notice of, and to vote at, the meeting and any adjournment or postponement thereof.
A proxy for the meeting and a proxy statement are enclosed herewith.
By Order of the Board of Directors NRC HEALTH /s/ Shane Harrison Shane Harrison Chief Financial Officer, Treasurer, and Secretary
Lincoln, Nebraska
May 8, 2026
Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting To Be Held on June 23, 2026.
The NRC Health proxy statement for the 2026 Annual Meeting of Stockholders and the 2025 Annual Report to Stockholders are available at www.proxyvote.com.
YOUR VOTE IS IMPORTANT NO MATTER HOW LARGE OR SMALL YOUR HOLDINGS MAY BE. TO ASSURE YOUR REPRESENTATION AT THE MEETING, PLEASE DATE THE PROXY CARD ACCOMPANYING THE NOTICE OF INTERNET AVAILABLITY OF PROXY MATERIALS, WHICH IS SOLICITED BY THE BOARD OF DIRECTORS, SIGN EXACTLY AS YOUR NAME APPEARS THEREON AND RETURN IMMEDIATELY.
YOU MAY ALSO VOTE ON THE INTERNET BY COMPLETING THE ELECTRONIC VOTING INSTRUCTION FORM FOUND ATWWW.PROXYVOTE.COM OR BY TELEPHONE USING A TOUCH-TONE TELEPHONE AND CALLING 1-800-690-6903. VOTE BY 11:59 P.M. ET ON JUNE 22, 2026.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.