{"url_path":"/sec/nrc/8-k/2026-06-29/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 **     **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/70487/0001437749-26-021938-index.html","accession_number":"0001437749-26-021938","cik":"0000070487","ticker":"NRC","issuer_name":"NRC HEALTH","edgar_url":"https://www.sec.gov/Archives/edgar/data/70487/0001437749-26-021938-index.html","primary_entity_key":"0000070487","primary_entity_name":"NRC HEALTH"},"word_count":240,"has_tables":true,"body_markdown":"**Item 5.03**     **Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.**\n\n \n\nOn June 23, 2026, National Research Corporation (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the following amendments to the Company’s certificate of incorporation (the “Amendments”):\n\n \n\n \n\n●\n\nRemoved certain supermajority voting requirements in Article 6 of the certificate of incorporation; \n\n \n\n●\n\nRemoved the restrictions on removal of directors without cause; \n\n \n\n●\n\nChanged 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; and \n\n \n\n●\n\nCertain clarifying, conforming, and ministerial changes. \n\n \n\nThe Company filed an Amended and Restated Certificate of Incorporation reflecting the Amendments (the “A&R Charter”) with the Delaware Secretary of State, which became effective on June 24, 2026. \n\n \n\nAlso on June 23, 2026, the Company’s Board of Directors approved an amendment to the Company’s Bylaws changing the voting requirement for stockholder action by written consent to conform to the A&R Charter, which became effective upon the effectiveness of the A&R Charter. \n\n \n\nThe foregoing descriptions do not purport to be complete and are qualified in their entirety by reference to the full text of the A&R Charter and the Second Amended and Restated Bylaws of the Company, which are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively."}