{"url_path":"/sec/nrc/8-k/2026-06-29/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 ** **Submission of Matters to a Vote of Security Holders.**","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":321,"has_tables":true,"body_markdown":"**Item 5.07** **Submission of Matters to a Vote of Security Holders.**\n\n \n\nThe Annual Meeting was held on June 23, 2026. Six proposals were voted on at the Annual Meeting. The proposals are described in detail in the Company’s Definitive 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.\n\n \n\n \n\n1.\n\nPaul 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:\n\n**Name**\n\n**For**\n\n**Against**\n\n**Abstain**\n\n**Broker**\n\n**Non-Votes**\n\nPaul Bhandari\n\n19,869,094\n\n144,401\n\n2,662\n\n1,420,425\n\nDonald M. Berwick\n\n19,776,345\n\n238,630\n\n1,182\n\n1,420,425\n\nTrent Green\n\n19,997,202\n\n17,773\n\n1,182\n\n1,420,425\n\nMichael D. Hays\n\n19,819,694\n\n195,285\n\n1,178\n\n1,420,425\n\nStephen H. Lockhart\n\n19,825,289\n\n187,850\n\n3,018\n\n1,420,425\n\nJohn N. Nunnelly\n\n19,218,370\n\n796,250\n\n1,537\n\n1,420,425\n\nPenny A. Wheeler\n\n19,869,866\n\n144,144\n\n2,147\n\n1,420,425\n\n \n\n \n\n2.\n\nThe appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026 was ratified:\n\n**For**\n\n**Against**\n\n**Abstain**\n\n**Broker**\n\n**Non-Votes**\n\n21,295,108\n\n141,122\n\n352\n\n—\n\n \n\n \n\n \n\n3.\n\nThe compensation of the Company’s named executive officers as described in the Proxy Statement was approved on an advisory and non-binding basis:\n\n**For**\n\n**Against**\n\n**Abstain**\n\n**Broker**\n\n**Non-Votes**\n\n17,065,968\n\n2,894,973\n\n55,216\n\n1,420,425\n\n \n\n \n\n4.\n\nThe amendment to the Company’s certificate of incorporation to remove certain supermajority voting requirements was approved:\n\n**For**\n\n**Against**\n\n**Abstain**\n\n**Broker**\n\n**Non-Votes**\n\n18,989,629\n\n968,542\n\n57,986\n\n1,420,425\n\n \n\n \n\n5.\n\nThe amendment to the Company’s certificate of incorporation to delete restrictions on the removal of Directors without cause was approved:\n\n**For**\n\n**Against**\n\n**Abstain**\n\n**Broker**\n\n**Non-Votes**\n\n19,944,408\n\n16,623\n\n55,126\n\n1,420,425\n\n \n\n \n\n6.\n\nThe 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:\n\n**For**\n\n**Against**\n\n**Abstain**\n\n**Broker**\n\n**Non-Votes**\n\n18,924,433\n\n1,038,961\n\n52,763\n\n1,420,425"}