---
schema_version: "secwatch.filing_event.v1"
accession: "0001437749-24-016208"
form_type: "8-K"
ticker: "NRC"
cik: "0000070487"
company_name: "NRC HEALTH"
filed_at: "2024-05-13T23:59:59+00:00"
generated_at: "2026-06-02T02:55:20.534393+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# NRC shareholders elect directors, ratify KPMG, approve say-on-pay at annual meeting

## Summary
- Michael D. Hays re-elected with 97.1% of votes cast; John N. Nunnelly with 91.2%.
- KPMG ratified as independent auditor for 2024 with 99.2% approval.
- Non-binding advisory vote on executive compensation approved with 98.9% support.
- Approximately 96% of outstanding shares were represented at the meeting.

## SEC filing metadata
- accession: 0001437749-24-016208
- form_type: 8-K
- ticker: NRC
- cik: 0000070487
- company_name: NRC HEALTH
- filed_at: 2024-05-13T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/70487/000143774924016208/0001437749-24-016208-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/70487/000143774924016208/nrc20240510_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001437749-24-016208
- JSON: https://secwatch.observer/filing/0001437749-24-016208.json
- Plain text: https://secwatch.observer/filing/0001437749-24-016208.txt

## Key facts
- Shareholder Votes
  NRC HEALTH shareholders approved An advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement relating to the Annual Meeting at the 2024-05-08 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-05-08
  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. The results of the non-binding, advisory vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage (1) Votes Percentage (1) Votes Percentage (2) Votes Percentage (2) 21,971,558 98.88% 248,724 1.11% 64,095 N/A 582,200 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/70487/000143774924016208/0001437749-24-016208-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 2024 at the 2024-05-08 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: The shareholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2024. The results of the vote were as follows: For Against Abstain Broker Non-Votes Votes Percentage (1) Votes Percentage (1) Votes Percentage (2) Votes Percentage (2) 22,668,033 99.18% 186,289 0.81% 12,255 N/A 0 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/70487/000143774924016208/0001437749-24-016208-index.htm
- Shareholder Votes
  NRC HEALTH shareholders approved Election of two directors, Michael D. Hays and John N. Nunnelly, to the Board for a three-year term to expire at the Company’s 2027 annual meeting of shareholders at the 2024-05-08 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-05-08
  source text: The shareholders elected Michael D. Hays and John N. Nunnelly as directors for three-year terms to expire at the Company’s 2027 annual meeting of shareholders. The results of the vote were as follows: For Against Abstain Broker Non-Votes Name Votes Percentage (1) Votes Percentage (1) Votes Percentage (2) Votes Percentage (2) Michael D. Hays 21,614,892 97.12% 640,441 2.87% 29,044 N/A 582,200 N/A John N. Nunnelly 20,297,568 91.20% 1,957,765 8.79% 29,044 N/A 582,200 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/70487/000143774924016208/0001437749-24-016208-index.htm

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