Proxy Statement filed with the Securities and Exchange Commission on May 8, 2026 (the “Proxy Statement”). The final results for the votes regarding each proposal are set forth below.
| 1. | Paul Bhandari, Donald M. Berwick, Trent Green, Michael D. Hays, Stephen H. Lockhart, John N. Nunnelly, and Penny A. Wheeler were elected to serve as directors for one-year terms to expire at the Company’s 2027 annual meeting of stockholders and until their successors are duly elected and qualified: |
| Name | For | Against | Abstain | BrokerNon-Votes |
|---|
| Paul Bhandari | 19,869,094 | 144,401 | 2,662 | 1,420,425 |
|---|
| Donald M. Berwick | 19,776,345 | 238,630 | 1,182 | 1,420,425 |
|---|
| Trent Green | 19,997,202 | 17,773 | 1,182 | 1,420,425 |
|---|
| Michael D. Hays | 19,819,694 | 195,285 | 1,178 | 1,420,425 |
|---|
| Stephen H. Lockhart | 19,825,289 | 187,850 | 3,018 | 1,420,425 |
|---|
| John N. Nunnelly | 19,218,370 | 796,250 | 1,537 | 1,420,425 |
|---|
| Penny A. Wheeler | 19,869,866 | 144,144 | 2,147 | 1,420,425 |
|---|
| 2. | The appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was ratified: |
| For | Against | Abstain | BrokerNon-Votes |
|---|
| 21,295,108 | 141,122 | 352 | — |
| 3. | The compensation of the Company’s named executive officers as described in the Proxy Statement was approved on an advisory and non-binding basis: |
| For | Against | Abstain | BrokerNon-Votes |
|---|
| 17,065,968 | 2,894,973 | 55,216 | 1,420,425 |
| 4. | The amendment to the Company’s certificate of incorporation to remove certain supermajority voting requirements was approved: |
| For | Against | Abstain | BrokerNon-Votes |
|---|
| 18,989,629 | 968,542 | 57,986 | 1,420,425 |
| 5. | The amendment to the Company’s certificate of incorporation to delete restrictions on the removal of Directors without cause was approved: |
| For | Against | Abstain | BrokerNon-Votes |
|---|
| 19,944,408 | 16,623 | 55,126 | 1,420,425 |
| 6. | The amendment to the Company’s certificate of incorporation to change the voting requirement for stockholder action by written consent in lieu of a meeting was approved: |
| For | Against | Abstain | BrokerNon-Votes |
|---|
| 18,924,433 | 1,038,961 | 52,763 | 1,420,425 |
| (d) | Exhibits. |
|---|
| EXHIBITNUMBER | EXHIBIT DESCRIPTION |
|---|
| 3.1 | Amended and Restated Certificate of Incorporation of NRC Health, dated June 24, 2026. |
| 3.2 | Amended and Restated Bylaws of NRC Health as of June 24, 2026. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| NRC HEALTH | |
| (Registrant) | |
| Date: June 29, 2026 | By: | /s/ Shane Harrison |
|---|
| Shane Harrison |
| Chief Financial Officer |
