NATIONAL RESEARCH CORP — Governance Information 2020

Mar 23, 2020

8-K 1 nrc20200320_8k.htm FORM 8-K nrc20200320_8k.htm Generated by ThunderDome Portal - 3/23/2020 2:19:51 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 19, 2020

National Research Corporation

(Exact name of registrant as specified in its charter)

Wisconsin	001-35929	47-0634000
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1245 Q Street, Lincoln, Nebraska	68508
(Address of principal executive offices)	(Zip Code)

(402) 475-2525

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
$0.001 Par Value Common Stock	NRC	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.03	Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	On March 19, 2020, the Board of Directors (the “Board”) of National Research Corporation, a Wisconsin corporation (the “Company”), amended the Company’s By-Laws (the “Amended By-Laws”) to provide that the Board shall consist of not less than three (3) members, the exact number of which shall be fixed from time to time by the Board, and shall be divided into three classes with each class having as nearly equal in number of directors as reasonably possible. Previously the Company’s By-Laws provided that the Board was to be comprised of six members and each of the three classes was to be comprised of two members. The Company’s By-Laws were also amended to provide that a quorum of the Board is determined in relation to the number of directors comprising the Board, as fixed by the Board. Previously the Company’s By-Laws provided that a quorum of the Board was determined in relation to the number of directors comprising the Board specified in the By-Laws.
	The Amended By-Laws are attached hereto as Exhibit 3.1 and are hereby incorporated by reference into this Item 5.03. The foregoing summary description of the Amended By-Laws is qualified in its entirety by reference to the full text of the Amended By-Laws.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
	EXHIBIT NUMBER	EXHIBIT DESCRIPTION
	3.1	By-Laws of National Research Corporation, as amended to date.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	NATIONAL RESEARCH CORPORATION
	(Registrant)
Date: March 23, 2020	By:	/s/ Michael D. Hays
		Michael D. Hays
		Chief Executive Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
3.1	By-Laws of National Research Corporation, as amended to date.