---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-013958"
form_type: "8-K"
ticker: "NKSH"
cik: "0000796534"
company_name: "NATIONAL BANKSHARES INC"
filed_at: "2023-05-11T23:59:59+00:00"
generated_at: "2026-06-15T05:16:45.491848+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.25
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# National Bankshares shareholders approve all five proposals at 2023 annual meeting

## Summary
- Elected four Class 3 directors (Green, Johnson, Peery, Thompson) with >3.4M votes each; 79.4% quorum.
- Approved 2023 Stock Incentive Plan (3,357,278 for, 227,841 against, 43,871 abstain).
- Advisory vote approved executive compensation (3,336,556 for, 231,328 against); frequency set to one year.
- Ratified Yount, Hyde & Barbour as independent auditor for 2023 (4,517,579 for, 85,735 against).

## SEC filing metadata
- accession: 0001437749-23-013958
- form_type: 8-K
- ticker: NKSH
- cik: 0000796534
- company_name: NATIONAL BANKSHARES INC
- filed_at: 2023-05-11T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.25
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/796534/000143774923013958/0001437749-23-013958-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/796534/000143774923013958/nksh20230511_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-013958
- JSON: https://secwatch.observer/filing/0001437749-23-013958.json
- Plain text: https://secwatch.observer/filing/0001437749-23-013958.txt

## Key facts
- Shareholder Votes
  NATIONAL BANKSHARES INC shareholders approved Election of four Class 3 directors to serve a three-year term expiring at the 2026 Annual Meeting of Stockholders. at the 2023-05-09 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 9, 2023, National Bankshares, Inc. held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 5,889,687 shares of the Company’s common stock were entitled to vote as of March 8, 2023, the record date for the Annual Meeting. There were 4,674,174 shares, or 79.4%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on five proposals. Proposal No. 1 – Vote on Directors The stockholders elected four Class 3 directors to serve a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders. The results of the vote were as follows: For Withhold Broker Non-Votes Charles E. Green, III 3,425,707 203,283 1,045,184 Mildred R. Johnson 3,483,683 145,307 1,045,184 William A. Peery 3,441,533 187,457 1,045,184 James C. Thompson 3,446,298 182,692 1,045,184 The terms of office of the following directors who did not stand for re-election con
  evidence_url: https://www.sec.gov/Archives/edgar/data/796534/000143774923013958/0001437749-23-013958-index.htm
- Shareholder Votes
  NATIONAL BANKSHARES INC shareholders approved Ratification of the selection of Yount, Hyde & Barbour, P.C. as the independent registered public accounting firm for 2023. at the 2023-05-09 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 9, 2023, National Bankshares, Inc. held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 5,889,687 shares of the Company’s common stock were entitled to vote as of March 8, 2023, the record date for the Annual Meeting. There were 4,674,174 shares, or 79.4%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on five proposals. Proposal No. 1 – Vote on Directors The stockholders elected four Class 3 directors to serve a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders. The results of the vote were as follows: For Withhold Broker Non-Votes Charles E. Green, III 3,425,707 203,283 1,045,184 Mildred R. Johnson 3,483,683 145,307 1,045,184 William A. Peery 3,441,533 187,457 1,045,184 James C. Thompson 3,446,298 182,692 1,045,184 The terms of office of the following directors who did not stand for re-election con
  evidence_url: https://www.sec.gov/Archives/edgar/data/796534/000143774923013958/0001437749-23-013958-index.htm
- Shareholder Votes
  NATIONAL BANKSHARES INC shareholders approved Approval of the National Bankshares, Inc. 2023 Stock Incentive Plan. at the 2023-05-09 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 9, 2023, National Bankshares, Inc. held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 5,889,687 shares of the Company’s common stock were entitled to vote as of March 8, 2023, the record date for the Annual Meeting. There were 4,674,174 shares, or 79.4%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on five proposals. Proposal No. 1 – Vote on Directors The stockholders elected four Class 3 directors to serve a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders. The results of the vote were as follows: For Withhold Broker Non-Votes Charles E. Green, III 3,425,707 203,283 1,045,184 Mildred R. Johnson 3,483,683 145,307 1,045,184 William A. Peery 3,441,533 187,457 1,045,184 James C. Thompson 3,446,298 182,692 1,045,184 The terms of office of the following directors who did not stand for re-election con
  evidence_url: https://www.sec.gov/Archives/edgar/data/796534/000143774923013958/0001437749-23-013958-index.htm
- Shareholder Votes
  NATIONAL BANKSHARES INC shareholders approved Advisory (Non-Binding) Vote on the Frequency of Future Stockholder Votes to Approve Executive Compensation. at the 2023-05-09 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 9, 2023, National Bankshares, Inc. held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 5,889,687 shares of the Company’s common stock were entitled to vote as of March 8, 2023, the record date for the Annual Meeting. There were 4,674,174 shares, or 79.4%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on five proposals. Proposal No. 1 – Vote on Directors The stockholders elected four Class 3 directors to serve a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders. The results of the vote were as follows: For Withhold Broker Non-Votes Charles E. Green, III 3,425,707 203,283 1,045,184 Mildred R. Johnson 3,483,683 145,307 1,045,184 William A. Peery 3,441,533 187,457 1,045,184 James C. Thompson 3,446,298 182,692 1,045,184 The terms of office of the following directors who did not stand for re-election con
  evidence_url: https://www.sec.gov/Archives/edgar/data/796534/000143774923013958/0001437749-23-013958-index.htm
- Shareholder Votes
  NATIONAL BANKSHARES INC shareholders approved Advisory (Non-Binding) Vote to Approve Executive Compensation. at the 2023-05-09 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-09
  source text: ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS On May 9, 2023, National Bankshares, Inc. held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). A total of 5,889,687 shares of the Company’s common stock were entitled to vote as of March 8, 2023, the record date for the Annual Meeting. There were 4,674,174 shares, or 79.4%, present at the Annual Meeting in person or by proxy which constituted a quorum, and the stockholders voted on five proposals. Proposal No. 1 – Vote on Directors The stockholders elected four Class 3 directors to serve a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders. The results of the vote were as follows: For Withhold Broker Non-Votes Charles E. Green, III 3,425,707 203,283 1,045,184 Mildred R. Johnson 3,483,683 145,307 1,045,184 William A. Peery 3,441,533 187,457 1,045,184 James C. Thompson 3,446,298 182,692 1,045,184 The terms of office of the following directors who did not stand for re-election con
  evidence_url: https://www.sec.gov/Archives/edgar/data/796534/000143774923013958/0001437749-23-013958-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.