NRC Files 8-K on Officer/Director Changes, Compensation

TL;DR

**NRC filed an 8-K about executive changes and compensation, but details are missing.**

AI Summary

National Research Corporation filed an 8-K on January 17, 2024, reporting an event that occurred on January 16, 2024. This filing indicates a current report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, specifically addressing Item 5.02 regarding the Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. While the filing confirms the reporting of this event, it does not provide specific details about who departed or was appointed, or any compensatory arrangements. For investors, this matters because changes in leadership or executive compensation can signal shifts in company strategy, financial health, or governance, which could impact future stock performance.

Why It Matters

Changes in executive leadership or compensation can significantly influence a company's strategic direction and financial stability, directly impacting investor confidence and stock valuation.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate events (executive changes, compensation) but lacks specific details, creating uncertainty for investors.

Analyst Insight

Investors should monitor National Research Corporation for follow-up announcements that provide specific details on the executive changes and compensation, as these will offer clearer insights into the company's future direction and potential impact on stock value.

Key Players & Entities

• National Research Corporation (company) — the registrant filing the 8-K
• January 16, 2024 (date) — date of the earliest event reported
• January 17, 2024 (date) — date the 8-K was filed
• 001-35929 (other) — Commission File Number
• Delaware (other) — State of incorporation for National Research Corporation

Forward-Looking Statements

• National Research Corporation will release further details regarding the executive changes and compensatory arrangements in a subsequent filing or press release. (National Research Corporation) — medium confidence, target: Q1 2024

FAQ

Key Financial Figures

• $400,000 — y's annual base salary was increased to $400,000, effective January 1, 2024.   Ms
• $63,700 b — y's common stock determined by dividing $63,700 by the closing price of the Company's com
• $170 million — al recurring contract value ("TRCV") of $170 million measured as of December 31, 2026. The o
• $200,000 — eligible to earn a cash bonus of up to $200,000 and Mr. Hays is eligible to earn a cash
• $63,700 — eligible to earn a cash bonus of up to $63,700, upon attainment of certain TRCV goals
• $170 m — he plan payout is zero if TRCV is below $170 million, and $2.0 million plus approximat
• $2.0 million — zero if TRCV is below $170 million, and $2.0 million plus approximately $.105 per dollar of
• $8.6 million — with a maximum payout of approximately $8.6 million at TRCV of $233 million. Mr. Hays does
• $233 million — f approximately $8.6 million at TRCV of $233 million. Mr. Hays does not participate in this

Filing Documents

• nrc20240116_8k.htm (8-K) — 36KB
• ex_615915.htm (EX-99) — 10KB
• logo01.jpg (GRAPHIC) — 14KB
• 0001437749-24-001540.txt ( ) — 200KB
• nrc-20240116.xsd (EX-101.SCH) — 3KB
• nrc-20240116_def.xml (EX-101.DEF) — 11KB
• nrc-20240116_lab.xml (EX-101.LAB) — 15KB
• nrc-20240116_pre.xml (EX-101.PRE) — 11KB
• nrc20240116_8k_htm.xml (XML) — 2KB

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.       On January 16, 2024, Helen L. Hrdy was promoted to the position of Chief Customer Officer of National Research Corporation, a Delaware corporation (the "Company").   On January 16, 2024, the Compensation and Talent Committee of the Board of Directors of the Company (the "Committee") approved compensation packages for certain of the Company's named executive officers. The compensation packages were approved in connection with the adoption of a three-year strategic growth plan and the hiring and promotion of individuals to serve as Chief Customer Officer, Chief Revenue Officer, Chief Corporate Development Officer, and Chief Product Technology Officer. The stock option grants and long-term cash incentives are intended to cover the entire three-year period for these individuals – no additional equity awards or long-term cash incentives are anticipated to be awarded to these individuals for periods prior to 2027.   Ms. Hrdy's annual base salary was increased to $400,000, effective January 1, 2024.   Ms. Hrdy will receive an option to purchase 100,000 shares of the Company's common stock, and Michael D. Hays will receive an option to purchase a number of shares of the Company's common stock determined by dividing $63,700 by the closing price of the Company's common stock on January 18, 2024 and then multiplying by three. Each of options will be granted effective January 19, 2024 and will vest upon achievement of a minimum total recurring contract value ("TRCV") of $170 million measured as of December 31, 2026. The options will be granted under the 2006 Equity Incentive Plan, have exercise prices equal to the closing price of the Company's common stock on January 18, 2024, and will be subject to termination, forfeiture, and acceleration provisions.   Under

01

Item 7.01 Regulation FD Disclosure.       On January 17, 2024, the Company issued a press release announcing the promotion of Ms. Hrdy, as well as the appointment of Jason Hahn as Chief Revenue Officer, Christophe Louvion as Chief Product Technology Officer, and Andy Monnich as Chief Corporate Development Officer. A copy of the press release is attached to this report as Exhibit 99.   Messrs. Hahn, Louvion, and Monnich are eligible to receive compensation packages similar to the compensation of Ms. Hrdy described in Item 5.02 of this report.        

Financial Statements and Exhibits

Financial Statements and Exhibits.       (d) Exhibits.         EXHIBIT NUMBER EXHIBIT DESCRIPTION         99 National Research Corporation press release announcing appointment of executive officers.   104 Cover Page Interactive Data File (embedded within the Inline XBRL document).       The information contained in Items 7.01 and 9.01 of this report and the exhibits hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.       The information in Item 9.01 of this report and the exhibits hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph at the end of the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.         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. &

View Full Filing

View this 8-K filing on SEC EDGAR