---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-23-014369"
form_type: "8-K"
ticker: "NRC"
cik: "0000070487"
company_name: "NRC HEALTH"
filed_at: "2023-05-15T23:59:59+00:00"
generated_at: "2026-06-15T01:46:28.362286+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# NRC annual meeting: all proposals pass with >96% support; directors elected for 3-year terms

## Summary
- Elected Parul Bhandari (98.15% for) and Penny A. Wheeler (96.55% for) as directors for three-year terms expiring 2026.
- Ratified KPMG LLP as auditor for 2023 with 98.93% approval.
- Approved on advisory basis executive compensation (98.81% for).
- Advisory vote on frequency of say-on-pay: 97.24% chose one year; board to consider.

## SEC filing metadata
- accession: 0001437749-23-014369
- form_type: 8-K
- ticker: NRC
- cik: 0000070487
- company_name: NRC HEALTH
- filed_at: 2023-05-15T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/70487/000143774923014369/0001437749-23-014369-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/70487/000143774923014369/nrc20230512_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-23-014369
- JSON: https://secwatch.observer/filing/0001437749-23-014369.json
- Plain text: https://secwatch.observer/filing/0001437749-23-014369.txt

## Key facts
- Shareholder Votes
  NRC HEALTH shareholders approved Non-binding, advisory vote to approve the compensation of the Company's named executive officers as disclosed in the proxy statement at the 2023-05-11 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The shareholders approved on an advisory basis the compensation of the Company's named executive officers as disclosed in the Company's proxy statement relating to the Annual Meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/70487/000143774923014369/0001437749-23-014369-index.htm
- Shareholder Votes
  NRC HEALTH shareholders approved Ratification of the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2023 at the 2023-05-11 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The shareholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2023.
  evidence_url: https://www.sec.gov/Archives/edgar/data/70487/000143774923014369/0001437749-23-014369-index.htm
- Shareholder Votes
  NRC HEALTH shareholders approved Non-binding advisory vote on the frequency of future non-binding, advisory votes to approve the compensation of our named executive officers at the 2023-05-11 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The shareholders approved on an non-binding, advisory basis the frequency of future non-binding, advisory votes to approve the compensation of the Company's named executive officers.
  evidence_url: https://www.sec.gov/Archives/edgar/data/70487/000143774923014369/0001437749-23-014369-index.htm
- Shareholder Votes
  NRC HEALTH shareholders approved Election of two directors, Parul Bhandari and Penny A. Wheeler, for a three-year term to expire at the Company's 2026 annual meeting of shareholders at the 2023-05-11 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-11
  source text: The shareholders elected Parul Bhandari and Penny A. Wheeler as directors for three-year terms to expire at the Company's 2026 annual meeting of shareholders.
  evidence_url: https://www.sec.gov/Archives/edgar/data/70487/000143774923014369/0001437749-23-014369-index.htm

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