National Bank Holdings Corp
For the period ended May 7, 2026. Filed Apr 3, 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.
May 7, 2026 · Filed Apr 3, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A** INFORMATION**
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 under § 240.14a-12
National Bank Holdings Corporation (Name of the Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):⌧ No fee required.
◻ Fee paid previously with preliminary materials.
◻ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11
| Notice of 2026 Annual Meeting of ShareholdersApril 3, 2026DEAR SHAREHOLDERS: I’m pleased to invite you to the Annual Meeting of Shareholders of National Bank Holdings Corporation. At the meeting, shareholders will vote on the following proposals:1 To elect ten directors to our Board of Directors to hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified;2 To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the year 2026; 3 To adopt a resolution approving, on an advisory, non-binding basis, the compensation paid to the Company’s named executive officers, as disclosed, pursuant to Item 402 of Regulation S-K, in the proxy statement; and4 To approve the proposed Amended and Restated National Bank Holdings Corporation 2023 Omnibus Incentive Plan.Shareholders also will transact such other business as may properly come before the meeting.The proxy statement and the accompanying form of proxy are first being sent to shareholders on or about April 3, 2026.YOUR VOTE IS IMPORTANT: Whether or not you plan to attend the meeting, we urge you to vote and submit your proxy so that as many shares as possible may be represented during the meeting. We appreciate your cooperation in returning your proxy promptly. Please call us at 720-554-6640 if you need instructions on how to attend the meeting or have questions about how to vote.By Order of the Board of Directors,/s/ Angela PetrucciAngela Petrucci, Secretary | | | Meeting Information |
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| | | Date: | Thursday, May 7, 2026 |
| | | Time: | 8:30 a.m. Central Time |
| | | Location: | Vista Bank, a division of NBH Bank, 3225 Martin Luther King Jr. Boulevard, Dallas, TX 75210 |
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| | How to Vote and Other Details | ||
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| | | RecordDate | March 24, 2026 is the record date for determining which shareholders have the right to receive notice of, and to vote at, the meeting or any postponements or adjournments thereof. |
| | | Registered and beneficial shareholders can vote their shares in the following ways: | |
| | | Internet | Log on to www.proxyvote.com and enter the 16- digit control number provided on your proxy card |
| | | Telephone | Dial 1-800-690-6903 and enter the 16-digit control number provided on your proxy card |
| | | Mark, sign and date your proxy card and return it in the postage paid envelope we have provided or return it to Vote Processing c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717 | |
| | | | If you are a “record” shareholder of Class A common stock (that is, you hold Class A common stock in your own name in NBHC’s stock records maintained by our transfer agent), register upon your arrival at the Meeting, request a ballot and submit the ballot with your voting instructions at the Meeting. |
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